Common use of Security Holder Litigation Clause in Contracts

Security Holder Litigation. In the event that any litigation related to this Agreement, the Offer, the Merger or the other transactions contemplated hereby is brought by any stockholder of the Company or any holder of the Company’s other securities against the Company and/or its directors or officers, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed with respect to the status thereof. Notwithstanding anything to the contrary herein (but subject to the following sentence), the Company shall have the right to control the defense of any litigation related to this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement brought by any stockholder of the Company or any holder of the Company’s other securities against the Company and/or its directors or officers, provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the Parent’s advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle or enter into any negotiations or agreement with respect to the settlement of any such litigation without the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $350,000 and supplemental disclosure (provided that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent) , (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release of all defendants in respect of all disclosure claims then pending relating to this Agreement, the Offer, the Merger or the other transactions contemplated hereby and (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement, the Offer, the Merger or the other transactions contemplated hereby)). Each of the Parent and the Company shall notify the other promptly of the commencement of any such stockholder litigation of which it has received notice.

Security Holder Litigation. In the event that GKN shall promptly notify Dana, and Dana shall promptly notify GKN, of any litigation Legal Proceeding related to this Agreement, the Offer, the Merger Transaction Documents or the other transactions contemplated hereby is Transactions threatened or brought by any stockholder of the Company or any holder of the Company’s other securities against the Company and/or GKN, its directors or officers, the Company shall promptly notify Parent officers by securityholders of such litigation and shall keep Parent reasonably informed with respect to the status thereof. Notwithstanding anything to the contrary herein GKN (but subject to the following sentencea “GKN Transaction Litigation”), on the Company shall have the right to control the defense of any litigation related to this Agreementone hand, the Offeror Dana, the Merger or the other transactions contemplated by this Agreement brought by any stockholder of the Company or any holder of the Company’s other securities against the Company and/or its directors or officersofficers by securityholders of Dana, provided that on the Company other hand (a “Dana Transaction Litigation” and each such action, a “Transaction Litigation”). GKN shall give the Parent the provide Dana a reasonable opportunity to participate, at the Parent’s expensein (but not control), in the defense of a GKN Transaction Litigation and Dana shall provide GKN a reasonable opportunity to participate in (but not control), the defense of a Dana Transaction Litigation, including, in each case, the opportunity to review material communications and participate in material meetings with opposing counsel or any such litigation and the Company shall give due consideration Governmental Entity in connection with a Transaction Litigation. Except to the Parent’s advice with respect to such litigation. Notwithstanding anything to extent required by applicable Law, GKN, on the contrary contained in this Agreementone hand, and Dana, on the Company other hand, shall not settle or enter into any negotiations settlement agreement, agree to any undertakings or agreement approve or otherwise agree to any waiver that may be sought in connection with respect to the settlement of any such litigation Transaction Litigation, without the prior written consent of Parent Dana or GKN, as applicable (which consent shall not be unreasonably conditionedwithheld; provided, withheld or delayed (provided however, that Parent GKN’s consent with respect to any Dana Transaction Litigation shall not withhold its consent be required if the settlement involves (ai) solely the payment of an aggregate amount not to exceed $350,000 500,000 (net of insurance and including attorney’s fees in connection with such settlement) and supplemental disclosure (provided that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent) disclosure, (bii) no admission of wrongdoing or liability, (ciii) no injunctive injunction or similar relief, and (div) a complete and unconditional release the withdrawal or admission of all defendants in respect of all disclosure claims then pending relating to this Agreement, the OfferMerger or the other transaction contemplated hereby; provided, further, however, that Dana’s consent with respect to any GKN Transaction Litigation shall not be required if the settlement involves (i) solely the payment of an aggregate amount not to exceed $500,000 (net of insurance and including attorney’s fees in connection with such settlement) and supplemental disclosure, (ii) no admission of wrongdoing or liability, (iii) no injunction or similar relief, and (iv) the withdrawal or admission of all claims relating to this Agreement, the Merger or the other transactions contemplated hereby and (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement, the Offer, the Merger or the other transactions transaction contemplated hereby)). Each of the Parent and the Company shall notify the other promptly of the commencement of any such stockholder litigation of which it has received notice.

Security Holder Litigation. In the event that any litigation related to this Agreement, the Offer, the Merger or the other transactions contemplated hereby is brought by any stockholder of the Company or any holder of the Company’s other securities against the Company and/or its directors or officers, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed with respect to the status thereof. Notwithstanding anything to the contrary herein (but subject to the following sentence)herein, the Company shall have the right to control the defense and settlement of any litigation related to this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement brought by any stockholder of the Company or any holder of the Company’s other securities against the Company and/or its directors or officers, provided that the Company shall (a) keep the Parent reasonably informed with respect to the status of such litigation, (b) give the Parent the opportunity to participate, at the Parent’s expense, in the defense or settlement of any such litigation and the Company shall litigation, (c) give due consideration to the Parent’s advice with respect to such litigation. Notwithstanding anything , and (d) not compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any litigation arising or resulting from the contrary contained in transactions contemplated by this Agreement, the Company shall not settle or enter into any negotiations or agreement with respect consent to the settlement of any such litigation same without the prior written consent of the Parent (which not to be unreasonably withheld, conditioned or delayed); provided, however, that the Parent’s consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent required if the settlement involves (ai) solely the payment of an aggregate amount not to exceed $350,000 500,000 (net of insurance and including any attorneys’ fees in connection with such settlement) and supplemental disclosure (provided that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent) ), (bii) no admission of wrongdoing or liability, (ciii) no injunctive or similar relief, (d) a complete and unconditional release of all defendants in respect of all disclosure claims then pending relating to this Agreement, the Offer, the Merger or the other transactions contemplated hereby and (eiv) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement, the Offer, the Merger or the other transactions contemplated hereby)). Each For the avoidance of doubt, following the Effective Time the defense of any such litigation brought by stockholders of the Parent and Company against the directors of the Company shall notify the other promptly of the commencement of any be controlled by such stockholder litigation of which it has received noticedirectors.

Security Holder Litigation. In the event that any litigation related to this Agreement, the Offer, the Merger or the other transactions contemplated hereby is brought by any stockholder shareholder of the Company or any holder of the Company’s other securities against the Company and/or its directors or officers, the Company shall promptly notify the Parent of such litigation and shall keep the Parent reasonably informed with respect to the status thereof. Notwithstanding anything to the contrary herein (but subject to the following sentence), the Company shall have the right to control the defense and, subject to this Section 6.13, settlement of any litigation related to this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement brought by any stockholder shareholder of the Company or any holder of the Company’s other securities against the Company and/or its directors or officers, provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense defense, settlement or mooting of any such litigation and the Company shall give due consideration to the Parent’s advice with respect to such litigationthe foregoing. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle or agree to moot or enter into any negotiations or agreement with respect to the settlement or mootness of any such litigation without the prior written consent of the Parent (which consent shall not be unreasonably conditioned, withheld or delayed (delayed); provided that Parent the Parent’s consent shall not withhold its consent be required if the settlement or agreement to moot involves (a) solely the payment of an aggregate amount not to exceed $350,000 the amount set forth in Section 6.13 of the Company Disclosure Schedule and supplemental disclosure (provided that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by the Parent) ), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release by the named plaintiffs of all defendants in respect of all disclosure claims then pending relating to this Agreement, the Offer, the Merger or the other transactions contemplated hereby and (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement, the Offer, the Merger or the other transactions contemplated hereby)). Each of the Parent and the Company shall notify the other promptly of the commencement of any such stockholder shareholder litigation of which it has received notice.