Common use of Participation in Litigation Clause in Contracts

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other hand, threatened against such party which relate to this Agreement and the transactions contemplated hereby. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated hereby, and no such litigation shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Participation in Litigation. Prior to the Effective Time, (a) the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other handknowledge of such party, threatened threatened, against such party and/or its directors which relate to this Agreement or the Transactions, and (b) the transactions contemplated hereby. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation stockholder Action against the Company and/or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled or compromised without Parent’s prior written consent (such which consent should not to be unreasonably withheld, conditioned or delayed).

Participation in Litigation. Prior to the Effective Time, Parent the Company shall (a) give prompt notice to the Company, and the Company shall give prompt notice to Parent, Parent of any Actions commenced or, to the knowledge of the Company’s Knowledge on , threatened, against the one hand and Parent’s Knowledge on the other hand, threatened against such party Company and/or its directors which relate to this Agreement or the Transactions, and the transactions contemplated hereby. The Company shall (b) give Parent the opportunity to participate in the defense or settlement of any shareholder litigation stockholder Action against the Company and/or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled or compromised, and the Company shall not take any action to adversely affect or prejudice any such Action, without Parent’s prior written consent (such consent which shall not to be unreasonably withheld, conditioned delayed or delayedconditioned).

Participation in Litigation. Prior to the Effective Time, each of Parent and the Company shall (i) give prompt notice to the Company, and the Company shall give prompt notice to Parent, each other of any Actions Action commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other handits knowledge, threatened against such party it which relate to this Agreement and the transactions contemplated hereby. The Company shall Transactions and (ii) give Parent the each other reasonable opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company it and/or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled or compromised, and neither the Company nor Parent shall take any action to adversely affect or prejudice any such Action, without Parentthe other party’s prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed).

Participation in Litigation. Prior to the Effective Time, each of Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, each other of any Actions commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other handits Knowledge, threatened threatened, against such party it and/or its directors which relate to this Agreement and or the transactions contemplated herebyTransactions. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company and/or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled or compromised, and the Company shall not take any action to adversely affect or prejudice any such Action, without the Parent’s prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed).

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge knowledge on the one hand and Parent’s Knowledge knowledge on the other hand, threatened against such party which or its directors that relate to this Agreement and the transactions contemplated herebyTransactions. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company and/or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided that the Company may, without Parent’s prior written consent, settle Actions that involve only the payment of money damages not in excess of $1,000,000 in the aggregate.

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge knowledge of the Company on the one hand and Parent’s Knowledge the knowledge of Parent on the other hand, threatened against such party or its directors which relate to this Agreement and the transactions contemplated herebyTransactions. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company and/or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions actions, suits, claims or proceedings commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other hand, threatened against such party which relate to this Agreement and the transactions contemplated hereby. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated hereby, and no such litigation shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions Proceedings commenced or, to the Company’s Knowledge knowledge on the one hand and Parent’s Knowledge knowledge on the other hand, threatened against such party which or its directors that relate to this Agreement and the transactions contemplated herebyTransactions. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation Proceeding against the Company and/or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Proceeding shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided that the Company may, without Parent’s prior written consent, settle Proceedings that involve only the payment of money damages not in excess of $1,000,000 in the aggregate.

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give each other prompt notice to Parentnotice, of any Actions actions, suits, claims or proceedings commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other hand, threatened against such party which relate to this Agreement and the transactions contemplated hereby. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated hereby, and no such litigation shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions Proceedings commenced or, to the Company’s 's Knowledge on the one hand and Parent’s 's Knowledge on the other hand, threatened against such party Party which relate to this Agreement and the transactions contemplated hereby. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated hereby, and no such litigation shall be settled without Parent’s 's prior written consent (such which consent shall not to be unreasonably withheld, conditioned conditioned, or delayed).

Participation in Litigation. Prior to the Effective TimeDate, Parent the Company shall (a) give prompt notice to the Company, Parent and the Company shall give prompt notice to Parent, Merger Sub of any Actions commenced or, to the knowledge of the Company’s Knowledge on , threatened, against the one hand and Parent’s Knowledge on the other hand, threatened against such party Company and/or its directors which relate to this Agreement or the Transactions and the transactions contemplated hereby. The Company shall (b) give Parent and Merger Sub the opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company and/or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled or compromised, without Parent’s and Merger Sub’s prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed).

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other hand, threatened against such party which relate to this Agreement and the transactions contemplated hereby. The Company and Parent shall give Parent the each other reasonable opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to this Agreement or the transactions contemplated hereby, and no such litigation shall be settled without Parentthe other party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)consent.

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge knowledge of the Company on the one hand and Parent’s Knowledge the knowledge of Parent on the other hand, threatened against such party or its directors which relate to this Agreement and the transactions contemplated herebyTransactions. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company and/or or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and the Company shall ensure that no such litigation Action shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)consent.

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the knowledge of the Company’s Knowledge , on the one hand hand, and the knowledge of Parent’s Knowledge , on the other hand, threatened against such party or its directors which relate to this Agreement and the transactions contemplated herebyTransactions. The Company shall give Parent the a reasonable opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company and/or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled settled, without Parentthe other party’s prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed).

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge knowledge of the Company on the one hand and Parent’s Knowledge the knowledge of Parent on the other hand, threatened against such party or its directors which relate to this Agreement and the transactions contemplated herebyTransactions. The Company shall give Parent and Merger Sub the opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company and/or its directors or officers relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled without Parent’s prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed).

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge knowledge of the Company on the one hand and Parent’s Knowledge the knowledge of Parent on the other hand, threatened against such party or its directors which relate to this Agreement and the transactions contemplated herebyTransactions. The Company shall give Parent the reasonable opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company and/or or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the knowledge of the Company’s Knowledge , on the one hand hand, and the knowledge of Parent’s Knowledge , on the other hand, threatened against such party or its directors which relate to this Agreement and the transactions contemplated herebyTransactions. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company and/or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled by the Company, without Parent’s prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided that the Company may, without Parent’s prior written consent, settle any such Actions that involve only the payment of money damages not in excess of US$5,000,000.

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge knowledge of the Company on the one hand and Parent’s Knowledge to the knowledge of Parent on the other hand, threatened against such party which (or, in the case of Parent, Merger Sub) or the directors thereof that relate to this Agreement and or the transactions contemplated herebyTransactions. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company and/or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)consent.

Participation in Litigation. Prior to the Effective Time, Parent the Company shall (a) give prompt notice to the Company, and the Company shall give prompt notice to Parent, Parent of any Actions commenced or, to the knowledge of the Company’s Knowledge on , threatened, against the one hand and Parent’s Knowledge on the other hand, threatened against such party Company and/or its directors which relate to this Agreement or the Transactions, and the transactions contemplated hereby. The Company shall (b) give Parent the opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company and/or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled or compromised, and the Company shall not take any action to adversely affect or prejudice any such Action, without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions actions, suits, claims or proceedings commenced or, to the Companysuch Party’s Knowledge on the one hand and Parent’s Knowledge on the other handKnowledge, threatened against such party Party which relate to this Agreement and the transactions contemplated hereby. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder stockholder litigation against the Company and/or its directors relating to the transactions contemplated hereby, and no such litigation shall be settled without Parent’s 's prior written consent (such consent not to be unreasonably withheldconditioned, conditioned withheld or delayed).

Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge knowledge of the Company on the one hand and Parent’s Knowledge the knowledge of Parent on the other hand, threatened in writing against such party or its directors which relate to this Agreement and the transactions contemplated herebyTransactions. The Company shall give Parent the an opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company and/or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Participation in Litigation. Prior to the Effective Time, Parent the Company shall (a) give prompt notice to the Company, Parent and the Merger Company shall give prompt notice to Parent, of any Actions commenced or, to the knowledge of the Company’s Knowledge on , threatened, against the one hand and Parent’s Knowledge on the other hand, threatened against such party Company and/or its directors which relate to this Agreement or the Transactions and the transactions contemplated hereby. The Company shall (b) give Parent and Merger Company the opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company and/or its directors relating to this Agreement or the transactions contemplated herebyTransactions, and no such litigation Action shall be settled or compromised, without Parent’s and Merger Company’s prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed).

Participation in Litigation. Prior to the Effective Time, (a) the Company will give prompt notice to Parent, and Parent shall will give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other handknowledge of such party, threatened threatened, against such party and/or its directors which relate to this Agreement and or the transactions contemplated hereby. The by this Agreement, and (b) the Company shall will give Parent the opportunity to participate in the defense or settlement of any shareholder litigation Action against the Company and/or its directors relating to this Agreement or the transactions contemplated herebyby this Agreement, at Parent’s sole cost and expense, and no such litigation shall Action will be settled or compromised without Parent’s prior written consent (such which consent should not to be unreasonably withheld, conditioned or delayed).