Common use of Lawsuits Clause in Contracts

Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a whole, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable asset of its business, provided that Target consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Kroll Inc)

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Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a wholebills, (ii) in such cases where it Target in good faith determines that failure to commence suit would result in the material impairment of a valuable asset aspect of its Target’s business, provided that Target it consults with Acquiror prior to the filing of such a suit, suit or (iii) for a breach of this Agreement;

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Forest Laboratories Inc), Agreement and Plan of Reorganization (Packeteer Inc)

Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a wholebills, (ii) in such cases where it Target in good faith determines that failure to commence suit would result in the material impairment of a valuable asset of its businessright, provided that Target it consults with Acquiror prior to the filing of such a suit, suit or (iii) for a breach of to enforce its rights under this Agreement;

Appears in 4 contracts

Samples: Share Purchase Agreement (Silicon Laboratories Inc), Agreement and Plan of Merger (Silicon Laboratories Inc), Agreement and Plan of Merger (Silicon Laboratories Inc)

Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a wholebills, (ii) in such cases where it Target in good faith determines that failure to commence suit would result in the material impairment of a valuable asset aspect of its Target's business, provided that Target it consults with Acquiror prior to the filing of such a suit, suit or (iii) for a breach of this Agreement;

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Convio, Inc.), Agreement and Plan of Merger (Convio, Inc.), Agreement and Plan of Reorganization (Invvision Capital Inc)

Lawsuits. Commence a lawsuit or arbitration proceeding other than (iA) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a wholebills, (iiB) in such cases where it Target in good faith determines that failure to commence suit would result in the material impairment of a valuable asset aspect of its businessthe Target Business, provided that Target it consults with Acquiror prior to the filing of such a suit, suit or (iiiC) for a breach of this Agreement;; or enter into any settlement agreement with respect to any lawsuit.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (INPHI Corp), Agreement and Plan of Merger (INPHI Corp), Agreement and Plan of Merger (INPHI Corp)

Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a wholebills, (ii) in such cases where it Target in good faith determines that failure to commence suit would result in the material impairment of a valuable asset aspect of its business, provided that Target it consults with Acquiror Autobytel prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 2 contracts

Samples: Acquisition Agreement (Autobytel Inc), Acquisition Agreement (Autobytel Inc)

Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a wholebills, (ii) in such cases where it Target in good faith determines that failure to commence suit would result in the material impairment of a valuable asset aspect of its businessTarget Business, provided that Target it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 2 contracts

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

Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a whole, bills; (ii) in such cases where it Target in good faith determines that failure to commence suit would result in the material impairment of a valuable asset aspect of its Target’s business, provided that Target it consults with Acquiror prior to the filing of such a suit, ; or (iii) for a breach of this AgreementAgreement or any other agreement to which Target and Acquiror or Merger Sub are parties;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intellisync Corp)

Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a wholebills, (ii) in such cases where it Target in good faith determines that failure to commence suit would result in the material impairment of a valuable asset aspect of its Target’s business, provided that Target it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Invitrogen Corp)

Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a wholebills, (ii) in such cases where it Target in good faith determines that failure to commence suit would result in the material impairment of a valuable asset aspect of its businessthe Target Business, provided that Target it consults with Acquiror prior to the filing of such a suit, suit or (iii) for a breach of this Agreement;; or enter into any settlement agreement with respect to any lawsuit.

Appears in 1 contract

Samples: Agreement and Plan of Merger (INPHI Corp)

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Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a wholebills, (ii) in such cases where it Target in good faith determines that failure to commence suit would result in the material impairment of a valuable asset aspect of its businessthe Business of Target, provided that Target it consults with Acquiror prior to the filing of such a suit, suit or (iii) for a breach of this AgreementAgreement or the other Transaction Documents;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adventrx Pharmaceuticals Inc)

Lawsuits. Commence a lawsuit or arbitration proceeding other than (iA) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a wholebills, (iiB) in such cases where it Target in good faith determines that failure to commence suit would result in the material impairment of a valuable asset aspect of its Target’s business, provided that Target consults with Acquiror prior to the filing of such a suit, suit or (iiiC) for a breach of this Agreement;; or enter into any settlement agreement with respect to any such lawsuit with a value reasonably expected to be greater than $100,000.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuvasive Inc)

Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a wholebills, (ii) in such cases where it Target in good faith determines that failure to commence suit would result in the material impairment of a valuable asset aspect of its Target’s business, provided that Target it consults with Acquiror Acquirer prior to the filing of such a suit, suit or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pure Biofuels Corp)

Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a wholebills, (ii) in such cases where it Target in good faith determines that failure to commence suit would result in the material impairment of a valuable asset aspect of its Target’s business, provided that Target it consults with Acquiror prior to the filing of such a suit, suit or (iii) for a breach of this Agreement;.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Green Dot Corp)

Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills and other litigation not material to the business of Target and its subsidiaries, taken as a wholebills, (ii) in such cases where it Target in good faith determines that failure to commence suit would result in the material impairment of a valuable asset of its Target’s business, provided that Target it consults with Acquiror prior to the filing of such a suit, or (iii) for in connection with a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuvasive Inc)

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