Defense of Litigation. The Company shall not settle or offer to settle any claim, action, suit, charge, investigation or proceeding against the Company, any of its Subsidiaries or any of their respective directors or officers by any stockholder of the Company arising out of or relating to this Agreement or the transactions contemplated by this Agreement without the prior written consent of Parent. The Company shall not cooperate with any Person that may seek to restrain, enjoin, prohibit or otherwise oppose the transactions contemplated by this Agreement, and the Company shall cooperate with Parent and Merger Subsidiary in resisting any such effort to restrain, enjoin, prohibit or otherwise oppose such transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wiser Oil Co), Stockholder Agreement (Wiser Oil Co), Agreement and Plan of Merger (Forest Oil Corp)
Defense of Litigation. The Notwithstanding anything herein to the contrary, the Company shall not settle or offer to settle any claim, action, suit, charge, investigation Legal Action or proceeding other Proceeding against the Company, any of its Subsidiaries or any of their respective directors or officers by any stockholder of the Company arising out of or relating to this Agreement or the transactions contemplated by this Agreement without the prior written consent of Parent. The Company shall not cooperate with any Person that may seek to restrain, enjoin, prohibit or otherwise oppose the transactions contemplated by this Agreement, and the Company shall cooperate with Parent and Merger Subsidiary in resisting any such effort to restrain, enjoin, prohibit or otherwise oppose such transactions.
Appears in 2 contracts
Samples: Iii Agreement and Plan of Merger (Prima Energy Corp), Agreement and Plan of Merger (Prima Energy Corp)
Defense of Litigation. The Company shall not settle or offer to settle any claim, action, suit, charge, investigation or proceeding Legal Proceedings against the Company, Acquired Companies or any of its Subsidiaries or any of their respective directors or officers by any stockholder of the Company arising out of or relating to this Agreement or the transactions contemplated by this Agreement without the prior written consent of Parent, which consent shall not be unreasonably withheld. The Company shall not cooperate with any Person that may seek to restrain, enjoin, prohibit or otherwise oppose the transactions contemplated by this Agreement, and the Company shall cooperate with Parent and Merger Subsidiary Sub in resisting any such effort to restrain, enjoin, prohibit or otherwise oppose such transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Manchester Technologies Inc), Agreement and Plan of Merger (Electrograph Holdings, Inc.)
Defense of Litigation. The Notwithstanding anything herein to the contrary, the Company shall not settle or offer to settle any claim, action, suit, charge, investigation or proceeding Legal Action against the Company, any of its Subsidiaries or any of their respective directors or officers by any stockholder of the Company arising out of or relating to this Agreement or the transactions contemplated by this Agreement without the prior written consent of Parent. The Company shall not cooperate with any Person that may seek to restrain, enjoin, prohibit or otherwise oppose the transactions contemplated by this Agreement, and the Company shall cooperate with Parent and Merger Subsidiary in resisting any such effort to restrain, enjoin, prohibit or otherwise oppose such transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Encana Corp), Agreement and Plan of Merger (Brown Tom Inc /De)
Defense of Litigation. The Company shall not settle or offer to settle any claim, action, suit, charge, investigation or proceeding Legal Action against the Company, any of its Subsidiaries or any of their respective directors or officers by any stockholder of the Company arising out of or relating to this Agreement or the transactions contemplated by this Agreement without the prior written consent of Parent. The Company shall not cooperate with any Person that may seek to restrain, enjoin, prohibit or otherwise oppose the transactions contemplated by this Agreement, and the Company shall cooperate with Parent and Merger Subsidiary Sub in resisting any such effort to restrain, enjoin, prohibit or otherwise oppose such transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atari Inc), Agreement and Plan of Merger (Weight Watchers International Inc)
Defense of Litigation. The Company shall not settle or offer to settle any claim, action, suit, charge, investigation or proceeding Legal Action against the Company, any of its Subsidiaries or any of their respective present or former directors or officers by any stockholder of the Company arising out of or relating to this Agreement or or, the transactions contemplated by this Agreement Transactions without the prior written consent of Parent. The Company shall not cooperate with any Person that may seek to restrain, enjoin, prohibit or otherwise oppose the transactions contemplated by this AgreementTransactions, and the Company shall cooperate consider in good faith Parent’s advice and recommendations with Parent and Merger Subsidiary in resisting respect to any such effort to restrain, enjoin, prohibit or otherwise oppose such transactionsthe Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steel Partners Holdings L.P.), Agreement and Plan of Merger (Steel Connect, Inc.)
