Common use of Participation in Litigation Clause in Contracts

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, of any Actions commenced or, to the knowledge of such party, threatened against such party and/or its directors which relate to this Agreement or the Transactions, and (b) the Company shall give Parent the opportunity to participate in the defense or settlement of any Actions of Shareholders against the Company and/or its directors relating to this Agreement or the Transactions at its own expense and shall consider in good faith Parent’s advice with respect to such Actions, and no such Action shall be settled or compromised without Parent’s prior written consent, which consent should not be unreasonably withheld, conditioned or delayed.

Participation in Litigation. Prior to the Effective Time, (ai) the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Actions Legal Proceedings commenced or, to the knowledge Knowledge of such party, threatened in writing against such party and/or its directors which relate to this Agreement or the Transactions, and (bii) the Company shall give Parent the opportunity to participate in the defense or settlement of any Actions Legal Proceedings of Shareholders shareholders (on their own behalf or on behalf of the Company) against the Company and/or its directors or Representatives relating to this Agreement or the Transactions at its own expense and shall consider in good faith Parent’s advice with respect to such Actionsexpense, and no such Action Legal Proceeding shall be settled or compromised without Parent’s 's prior written consent, which consent should not 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, of any Actions commenced or, to the knowledge of such party, threatened against such party and/or its directors which relate to this Agreement or the Transactions, and (b) the Company shall give Parent the opportunity to participate in the defense or settlement of any Actions of Shareholders Stockholders (on their own behalf or on behalf of the Company) against the Company and/or its directors or Representatives relating to this Agreement or the Transactions at its own expense and shall consider in good faith Parent’s advice with respect to such Actionsexpense, and no such Action shall be settled or compromised without Parent’s prior written consent, which consent should not be unreasonably withheld, conditioned or delayed.

Participation in Litigation. Prior to the Effective Time, (ai) the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Actions Legal Proceedings commenced or, to the knowledge Knowledge of such party, threatened against such party and/or its directors which relate to this Agreement or the Transactions, and (bii) the Company shall give Parent the opportunity to participate in the defense or settlement of any Actions Legal Proceedings of Shareholders stockholders (on their own behalf or on behalf of the Company) against the Company and/or its directors or Representatives relating to this Agreement or the Transactions at its own expense and shall consider in good faith Parent’s advice with respect to such Actionsexpense, and no such Action Legal Proceeding shall be settled or compromised without Parent’s prior written consent, which consent should not be unreasonably withheld, conditioned or delayed.

Participation in Litigation. Prior to the Effective Time, (ai) the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Actions Legal Proceedings commenced or, to the knowledge of such party, threatened in writing against such party and/or its directors which relate to this Agreement or the Transactions, and (bii) the Company shall give Parent the opportunity to participate in the defense or settlement of any Actions Legal Proceedings of Shareholders stockholders (on their own behalf or on behalf of the Company) against the Company and/or its directors or Representatives relating to this Agreement or the Transactions at its own expense and shall consider in good faith Parent’s advice with respect to such Actionsexpense, and no such Action Legal Proceeding shall be settled or compromised without Parent’s prior written consent, which consent should not be unreasonably withheld, conditioned or delayed.

Participation in Litigation. Prior to the Effective Time, (ai) the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Actions Legal Proceedings commenced or, to the knowledge Knowledge of such party, threatened in writing against such party and/or its directors which relate to this Agreement or the Transactions, and (bii) the Company shall give Parent the opportunity to participate in the defense or settlement of any Actions Legal Proceedings of Shareholders shareholders (on their own behalf or on behalf of the Company) against the Company and/or its directors or Representatives relating to this Agreement or the Transactions at its own expense and shall consider in good faith Parent’s advice with respect to such Actionsexpense, and no such Action Legal Proceeding shall be settled or compromised without Parent’s prior written consent, which consent should not be unreasonably withheld, conditioned or delayed.