Securityholder Litigation definition

Securityholder Litigation means any Legal Proceeding (including any class action or derivative litigation) commenced or threatened after the date of this Agreement against a Party or any of its Subsidiaries or Affiliates or directors or managers or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case in connection with, arising from or otherwise relating directly or indirectly to the Merger or any other Transaction (including any such Legal Proceeding based on allegations that the Company’s entry into this Agreement or the terms and conditions of this Agreement or any other Transaction constituted a breach of the fiduciary duties of any member of the Company board of directors or any officer of the Company).
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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

  • Each of EDR and WWE shall give the other Party the opportunity to review and comment on all material filings or responses to be made by such Party in connection with any such Securityholder Litigation, and shall in good faith take such comments into account; provided that the disclosure of information in connection therewith shall be subject to the provisions of Section 5.1, including with respect to attorney-client privilege or any other applicable legal privilege.

  • 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.

  • 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.

  • 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).

  • Each of the Parties shall reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Securityholder Litigation.

  • 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.

  • 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).

  • Without otherwise limiting the Indemnified Persons’ rights with regard to the right to counsel as described in Section 5.7 following the Effective Time, the Indemnified Persons shall be entitled to continue to retain ▇▇▇▇▇▇▇ Procter LLP or such other counsel selected by such Indemnified Persons prior to the Effective Time to defend any Securityholder Litigation relating to the Company.

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 as used herein shall include administrative enforcement actions brought by governmental agencies. The Grantee 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 Grant Agreement 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 ▇▇▇▇▇▇▇’s financial condition.

  • 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;