Unauthorized Action definition
Unauthorized Action has the meaning set forth in Section 9.1(a) hereof.
Unauthorized Action means an action by Itron, Surviving Corporation or any affiliate thereof with respect to a category of Asserted Patents whereby such Person has, prior to the occurrence of any Action with respect to such category of Asserted Patents and without the prior written consent of the Stockholders' Representative, which consent shall not be unreasonably withheld, either (a) filed a lawsuit relating to such category of Asserted Patents, (b) delivered a letter, the subject matter of which is such category of Asserted Patents, or (c) commenced settlement negotiations relating to, or obtained a settlement with respect to, such category of Asserted Patents; provided, however, that the delivery of one letter responding to each of the letters that the Company has received prior to the date hereof, the forms of which have been approved by Itron and the Company prior to the Closing, to a claimant or its agent by Itron, the Surviving Corporation or any affiliate thereof in response to a Covered Claim regarding such category of Asserted Patents, shall not require the consent of the Stockholders' Representative and shall not be deemed an Unauthorized Action hereunder with respect to such category of Asserted Patents.
Unauthorized Action means an action by Itron, Surviving Corporation or any affiliate thereof with respect to a category of Asserted Patents whereby such Person has, prior to the occurrence of any Action with respect to such category of Asserted Patents and without the consent of the Stockholders' Representative, which consent shall not be unreasonably