Securityholder Litigation definition

Securityholder Litigation means any claim, litigation or other Legal Proceeding related to this Agreement, the Offer, the Mergers or any the other Transactions that is made or brought by any current or former stockholder of the Company or Parent or any holder of the Company’s or Parent’s other securities against the Company or Parent and/or their respective directors or officers (on any such person’s own behalf or on behalf of the Company or Parent), including any Legal Proceeding alleging or asserting (i) any misrepresentation or omission in the Schedule 14D-9 or any other document filed with the SEC in connection with the Transactions or (ii) any breach of fiduciary duty by any Company or Parent directors in connection with any of the foregoing.
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Examples of Securityholder Litigation in a sentence

  • The food price shocks of 2008/09 and late 2010/early 2011 required an immediate response to an acute situation.

  • Each of the Company and Parent shall promptly notify the other party in writing of any Securityholder Litigation (and provide copies of all pleadings and (except if it would waive attorney-client privilege) third-party correspondence related thereto) and each of the Company and Parent shall in good faith consider the other party’s advice with respect to such Securityholder Litigation, including the defense and settlement thereof.

  • ADDITIONAL COVENANTS OF THE PARTIES 52 6.1 Stockholder Approval; Proxy Statement 52 6.2 Filings and Approvals 53 6.3 Stock Options/Warrants 55 6.4 Employee Benefits 57 6.5 Compensation Arrangements 58 6.6 Indemnification of Officers and Directors 58 6.7 Securityholder Litigation 60 6.8 Disclosure 60 6.9 Resignation of Directors 60 6.10 Takeover Laws; Advice of Changes 60 6.11 Section 16 Matters 61 6.12 Stock Exchange Delisting; Deregistration 61 SECTION 7.

  • At the Company’s request, Parent shall use its reasonable best efforts to provide assistance to the Company in the defense of any Securityholder Litigation.

  • Subject to Section 7.1(c), the pendency of any Securityholder Litigation shall not relieve Parent or Merger Sub of any of their respective obligations set forth in the Agreement.

  • Section 5.8. Indemnification and Insurance Section 5.9. Securityholder Litigation Section 5.10.

  • Purchaser shall give the Company the opportunity to participate in the defense or settlement of any such Securityholder Litigation brought against Purchaser or any of its directors, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

  • The Company and Pubco shall give Purchaser the opportunity to participate in the defense or settlement of any such Securityholder Litigation brought against the Company or Pubco, any of its Subsidiaries or any of its directors, and no such settlement shall be agreed to without Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

  • The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date: March 10, 2016/s/ LORI B.

  • Covenants 72 Section 7.1. Conduct of Business of EVI and MTI Pending the Merger 72 Section 7.2. No Solicitation; Board Recommendation 79 Section 7.3. Access to Information 82 Section 7.4. Efforts to Closing; Government Filings 82 Section 7.5. Indemnification, Exculpation, and Insurance 84 Section 7.6. Takeover Laws 84 Section 7.7. Stockholder Approval 85 Section 7.8. Securityholder Litigation 85 Section 7.9. Press Releases 85 Section 7.10.

Related to Securityholder Litigation

  • Transaction Litigation has the meaning set forth in Section 5.2(d).

  • Pending Litigation means a proceeding in a court of law whose activity is in progress but not yet completed.

  • ADR Proceeding means either an Arbitration or a Mediation.

  • Litigation means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.

  • resolution action means the decision to place an institution or entity referred to in point (b), (c) or (d) of Article 1(1) under resolution pursuant to Article 32 or 33, the application of a resolution tool, or the exercise of one or more resolution powers;

  • dispute resolution proceeding ’ means any process in which an alternative means of dispute resolution is used to resolve an issue in controversy in which a neutral is appointed and specified parties participate;

  • Legal Action means and includes any claim, counterclaim, demand, action, suit, counterclaim, arbitration, inquiry, proceeding or investigation before any

  • Threatened litigation as used herein shall include governmental investigations and civil investigative demands. “Litigation” as used herein shall include administrative enforcement actions brought by governmental agencies. The Contractor must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, “material” refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Contract or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the Contractor’s financial condition.

  • Voting Claim means the amount of the Affected Unsecured Claim of an Affected Unsecured Creditor as Finally Determined in the manner set out in the Amended Claims Procedure Order entitling such Affected Unsecured Creditor to vote at the applicable Meeting in accordance with the provisions of the Amended and Restated Meetings Order, the Plan and the CCAA;

  • Lawsuit means any lawsuit, arbitration or other dispute resolution filed by either party herein pertaining to any of this Warrant, the Facility Agreement and the Registration Rights Agreement.

  • Class Action means a legal action:

  • Pending Claim has the meaning set forth in Section 9.6 hereof.

  • Litigation Trust means the trust to be established on the Plan Implementation Date at the time specified in section 6.4(p) in accordance with the Litigation Trust Agreement pursuant to the laws of a jurisdiction that is acceptable to SFC and the Initial Consenting Noteholders, which trust will acquire the Litigation Trust Claims and will be funded with the Litigation Funding Amount in accordance with the Plan and the Litigation Trust Agreement.

  • Dispute Resolution Scheme means the Electricity and Gas Complaints Commission or such other dispute resolution scheme approved or provided for in accordance with section 95 of the Act;

  • Action shall have the meaning ascribed to such term in Section 3.1(j).

  • Adverse employment action means an action that affects an em- ployee ’s compensation, promotion, transfer, work assignment, or performance evaluation, or any other employment action that would dissuade a reasonable employee from making or supporting a report of abuse or neglect under Family Code 261.101.

  • Infringement Action has the meaning set forth in Section 9.6(b).

  • Litigation Claims means the claims, rights of action, suits or proceedings, whether in law or in equity, whether known or unknown, that any Debtor or any Estate may hold against any Person or Entity, including, without limitation, the Causes of Action of the Debtors or their Estates, in each case solely to the extent of the Debtors’ or their Estates’ interest therein. A non-exclusive list of the Litigation Claims held by the Debtors as of the Effective Date will be Filed with the Plan Supplement, which will be deemed to include any derivative actions filed against any Debtor as of the Effective Date.

  • Complaint Investigation means an investigation of any complaint that has been made to a proper authority that is not covered by an abuse investigation.

  • Settlement Class Counsel means Xxxx X. Xxxxx and Xxxxxx X. Xxxxxx of Xxxxxxxxx Xxxxxx & Xxxxx XXX, Xxxx X. Xxxxx of The Rhine Law Firm, P.C., and Xxxx Xxxxxxxxx of Xxxxxxxxx & Xxxxxx P.A.

  • Adverse action means a home or remote state action.

  • Class Counsel means Xxxxxx X. Xxxxxx of Xxxxxx Xxxxxx Xxxxxx LLP, Xxxx Xxxxxx Xxxxxxxxxx of Xxxxxx Xxxxxxxx LLP, and Xxxxx X. Xxxxxxxxxx of Hausfeld LLP.

  • Plaintiffs’ Counsel means Lead Counsel and all other legal counsel who, at the direction and under the supervision of Lead Counsel, performed services on behalf of the Settlement Class in the Action.

  • Claim means any action, claim, obligation, liability, expense, lawsuit, demand, suit, inquiry, hearing, investigation, notice of a violation, litigation, proceeding, arbitration, or other dispute, whether civil, criminal, administrative or otherwise, whether pursuant to contractual obligations or otherwise.

  • Preferred claim means a claim with respect to which the terms of this chapter accord priority of payment from the general assets of the insurer.

  • Litigation Trustee means a Person to be determined by SFC and the Initial Consenting Noteholders prior to the Effective Time, with the consent of the Monitor, to serve as trustee of the Litigation Trust pursuant to and in accordance with the terms thereof.