Common use of Certain Litigation Clause in Contracts

Certain Litigation. The Company shall promptly advise Parent of any litigation commenced after the date hereof against the Company or any of its directors (in their capacity as such) by any Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby, and shall keep Parent reasonably informed regarding any such litigation. The Company shall give Parent the opportunity to consult with the Company regarding the defense or settlement of any such stockholder litigation and shall consider Parent’s views with respect to such stockholder litigation.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Avanir Pharmaceuticals, Inc.), Agreement and Plan of Merger (Otsuka Holdings Co., Ltd.), Agreement and Plan of Merger (Astex Pharmaceuticals, Inc)

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Certain Litigation. The Company shall promptly advise Parent, and Parent shall promptly advise the Company, as applicable, orally and in writing of any litigation commenced after the date hereof against the Company or any of its directors (in their capacity as such) by any Company Stockholders (on their own behalf or on behalf of the Company) or against Parent or any of its directors by any Parent Stockholders (on their own behalf or on behalf of Parent), as applicable, relating to this Agreement or the transactions contemplated hereby, Merger and shall keep Parent and the Company, as applicable, reasonably informed regarding any such litigation. The Company shall give Parent the opportunity to consult with the Company regarding the defense or settlement of any such stockholder litigation and shall consider Parent’s views with respect to such stockholder litigation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Transwitch Corp /De), Agreement and Plan of Merger (Centillium Communications Inc)

Certain Litigation. The Company shall promptly advise Parent of any litigation commenced after the date hereof against the Company or any of its directors (in their capacity as such) (a) by any Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated herebyhereby and (b) by any other third party with potential value in excess of $400,000, and shall keep Parent reasonably informed regarding any such litigation. The Company shall give Parent the opportunity to consult with the Company regarding participate in the defense or settlement of any such stockholder litigation and shall consider Parent’s views with respect to such stockholder litigation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Aratana Therapeutics, Inc.)

Certain Litigation. The Company shall promptly advise Parent of any litigation commenced after the date hereof against the Company or any of its Subsidiaries or directors (in their capacity as such) by any Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby, and shall keep Parent reasonably informed regarding any such litigation. The Company shall give Parent the opportunity to consult with the Company regarding the defense or settlement and strategy of any such stockholder litigation and shall consider Parent’s views with respect to such stockholder litigation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (3com Corp)

Certain Litigation. The Company shall promptly advise Parent orally and in writing of any litigation commenced after the date hereof against the Company or any of its directors (in their capacity as such) by any Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby, hereby (including the Offer and the Merger) and shall keep Parent reasonably informed regarding any such litigation. The Company shall give Parent the opportunity to consult with the Company regarding the defense or settlement of any such stockholder litigation and shall consider in good faith Parent’s views with respect to such stockholder litigation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Autodesk Inc), Agreement and Plan of Merger (Moldflow Corp)

Certain Litigation. The Company shall promptly advise Parent of any litigation commenced after the date hereof against the Company or any of its directors (in their capacity as such) by any Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby, and shall keep Parent reasonably informed regarding any such litigation. The Company shall give Parent the opportunity to consult with the Company regarding participate in the defense or settlement of any such stockholder litigation and no such settlement shall consider be agreed to without Parent’s views with respect to such stockholder litigationprior consent (which approval will not be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vitacost.com, Inc.)

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Certain Litigation. The Company shall promptly advise Parent of any litigation commenced after the date hereof against the Company or any of its directors (in their capacity as such) by any Company Stockholders stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby, and shall keep Parent reasonably informed regarding any such litigation. The Company shall give Parent the opportunity to consult with the Company regarding participate in the defense or settlement of any such stockholder litigation and shall consider Parent’s views with respect to such stockholder litigation.

Appears in 1 contract

Samples: Tender Offer Agreement (Sunpower Corp)

Certain Litigation. The Company shall promptly advise notify Parent of any litigation commenced after the date hereof against the Company or any of its officer or directors (in their capacity as such) by any Company Stockholders stockholder (on their such stockholder's own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby, hereby (including the Merger) and shall keep Parent reasonably informed regarding any such the litigation. The Company shall give Parent the opportunity to consult with the Company regarding participate in the defense or settlement of any such stockholder litigation and shall consider Parent’s views with respect to such stockholder litigationbrought by stockholders of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Athenahealth Inc)

Certain Litigation. The Company shall promptly advise notify Parent of any litigation commenced after the date hereof against the Company or any of its officer or directors (in their capacity as such) by any Company Stockholders stockholder (on their such stockholder’s own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby, hereby (including the Merger) and shall keep Parent reasonably informed regarding any such the litigation. The Company shall give Parent the opportunity to consult with the Company regarding participate in the defense or settlement of any such stockholder litigation and shall consider Parent’s views with respect to such stockholder litigationbrought by stockholders of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Epocrates Inc)

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