Participation in Litigation. Prior to the Effective Time, the Company shall (a) give prompt notice to THL of any Actions commenced or, to the knowledge of the Company, threatened, against the Company and/or its directors which relate to this Agreement or the Transactions, and (b) give THL the opportunity to participate in the defense or settlement of any shareholder Action against the Company and/or its directors relating to this Agreement or the Transactions, and no such Action shall be settled or compromised, and the Company shall not take any action to adversely affect or prejudice any such Action, without THL’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).
Appears in 4 contracts
Samples: Plan of Merger (Sogou Inc.), Merger Agreement (Tencent Holdings LTD), Merger Agreement (Sogou Inc.)
