Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholders Agreement without the prior written consent of Parent. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Dekalb Genetics Corp), Agreement and Plan of Merger (Monsanto Co)
Certain Litigation. The Company agrees that it ------------------- shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholders Agreement Stockholder Agreements, without the prior written consent of Parent. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Conopco Acquisition Co Inc), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder shareholder of the Company relating to the Offer, the Merger, this Agreement Agreement, or the Stockholders Agreement Shareholder Agreement, without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Incontrol Inc), 4 Agreement and Plan of Merger (Incontrol Inc), Agreement and Plan of Merger (Guidant Corp)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder shareholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholders Stock Option Agreement without the prior written consent of Parent. In addition, subject to its rights under Section 6.03, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub Purchaser to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.. 44 38
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wyle Electronics), Agreement and Plan of Merger (Ebv Electronics Inc)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholders Preferred Stock Purchase Agreement without the prior written consent of Parent. In addition, the Company Parent (which shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Mergerbe unreasonably withheld).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aon Corp), Agreement and Plan of Merger (Alexander & Alexander Services Inc)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder shareholder of the Company relating to the Offer, the Merger, Merger or this Agreement or the Stockholders Agreement without the prior written consent of Parent. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub MergerSub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capitol Transamerica Corp), Agreement and Plan of Merger (Alleghany Corp /De)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholders Agreement Other Agreements, without the prior written consent of ParentPurchaser. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub Purchaser to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the MergerOffer.
Appears in 2 contracts
Samples: Motorola Inc, Motorola Inc
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder shareholder of the Company relating to the Offer, the Merger, this Agreement, the Shareholder Agreement or the Stockholders Agreement Noncompetition Agreements, without the prior written consent of Parent. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edmark Corp), Agreement and Plan of Merger (International Business Machines Corp)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the OfferMerger or this Agreement, the Merger, this Agreement or the Stockholders Agreement without the prior written consent of Parent. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Merger Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lilly Eli & Co), Agreement and Plan of Merger (Applied Molecular Evolution Inc)
Certain Litigation. The Company agrees that it shall will not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the MergerMerger or this Agreement, this Agreement or the Stockholders Agreement without the prior written consent of Parent. In addition, the Company shall will not voluntarily cooperate with any third party that which may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.the
Appears in 1 contract
Samples: Agreement and Plan of Merger (Purdue Acquisition Corp)
Certain Litigation. The Company agrees that it shall ------------------ not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, Merger or this Agreement or the Stockholders Agreement without the prior written consent of Parent. In addition, the Company which consent shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Mergerbe unreasonably withheld.
Appears in 1 contract
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder shareholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholders Shareholders Agreement without the prior written consent of Parent. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 1 contract
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, this Agreement, the Tender and Voting Agreement or the Stockholders Agreement Stock Option Agreement, without the prior written consent of Parent. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 1 contract
Certain Litigation. The Company agrees that it shall will not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the OfferMerger or this Agreement, the Merger, this Agreement or the Stockholders Agreement without the prior written consent of the Parent. In addition, the Company shall will not voluntarily cooperate with any third party that which may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall will cooperate with the Parent and Sub the Purchaser to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 1 contract
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholders Stockholder Agreement without the prior written consent of Parent, which consent may not be unreasonably withheld. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Merger Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 1 contract
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the MergerReorganization, this Agreement or the Stockholders Stockholder Agreement without the prior written consent of Parent. In addition, the Company which consent shall not voluntarily cooperate with any third party that may hereafter seek to restrain be unreasonably withheld or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Mergerdelayed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Telephone & Data Systems Inc /De/)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder shareholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholders Stock Option Agreement without the prior written consent of Parent. In addition, subject to its rights under Section 5.3, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub Purchaser to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Colorado Gaming & Entertainment Co)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholders Agreement Stockholder Agreements, without the prior written consent of Parent. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 1 contract
