Certain Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any litigation against the Company or its officers or directors relating to the transactions contemplated hereby. The Company shall not agree to any compromise or settlement of such litigation without Parent’s consent.
Appears in 4 contracts
Samples: Agreement of Merger (Cadmus Communications Corp/New), Agreement of Merger (Cenveo, Inc), Agreement and Plan of Merger (Nashua Corp)
Certain Litigation. The Company and Parent shall give Parent each other the opportunity to participate in the defense or defense, settlement and/or prosecution of any pending or threatened litigation against the Company or its officers or directors relating related to the transactions contemplated hereby. The Neither the Company nor any of its Subsidiaries or Representatives shall not agree to any compromise or settlement of settle any such litigation without Parent’s consentunless Parent shall first have consented in writing.
Appears in 2 contracts
Samples: Assumption Agreement (Bristol Myers Squibb Co), Agreement and Plan of Merger (Amylin Pharmaceuticals Inc)
Certain Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any litigation against the Company or its officers or directors relating to the transactions contemplated hereby. The Company shall not agree to any compromise or settlement of such litigation without Parent’s consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MEDecision, Inc.), Agreement and Plan of Merger (Johnson Controls Inc)
Certain Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any litigation (including derivative claims) against the Company and/or its directors or its executive officers or directors relating to the transactions contemplated herebyby this Agreement. The Company agrees that it shall not agree settle or offer to settle any compromise litigation commenced on or settlement after the date of such litigation this Agreement against it or any of its directors or executive officers relating to this Agreement, the Merger or any other transaction contemplated hereby or otherwise, without the prior written consent of Parent’s consent.. ARTICLE 7 Covenants of Parent Parent agrees that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ralcorp Holdings Inc /Mo)
Certain Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any litigation against the Company or its officers or directors relating to the transactions contemplated hereby. The Company shall not agree to any compromise or settlement of such litigation without Parent’s consent, which consent will not be unreasonably withheld.
Appears in 1 contract
Certain Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any litigation against the Company or its officers or directors relating to the transactions contemplated hereby. The Company shall not agree to any compromise or settlement of such litigation without Parent’s 's consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (York International Corp /De/)
Certain Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any litigation (including derivative claims) against the Company and/or its directors or its executive officers or directors relating to the transactions contemplated herebyby this Agreement. The Company agrees that it shall not agree settle or offer to settle any compromise litigation commenced on or settlement after the date of such litigation this Agreement against it or any of its directors or executive officers relating to this Agreement, the Merger or any other transaction contemplated hereby or otherwise, without the prior written consent of Parent’s consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Conagra Foods Inc /De/)
