Common use of Shareholder Litigation Clause in Contracts

Shareholder Litigation. 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 by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

Shareholder Litigation. The Company shall give Parent the opportunity to participate at its own expense in the defense or settlement of any shareholder litigation against the Company and/or its directors or other Affiliates relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. 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 by this AgreementAgreement (subject to any considerations regarding attorney-client privilege), and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. 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 by this Agreement, and no such settlement shall be agreed to without Parent’s 's prior written consent.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation Litigation against the Company and/or and its directors relating to the transactions contemplated by this AgreementAgreement or the Merger; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, which consent will not be unreasonably withheld.

Shareholder Litigation. The Prior to termination of this Agreement, the Company shall give Parent the opportunity to participate (at Parent’s expense) in the defense or settlement of any shareholder litigation Litigation against the Company and/or and its directors relating to the transactions contemplated by this AgreementTransactions; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. The Company shall give Parent the reasonable opportunity to participate in the defense or settlement of any shareholder litigation against or in the name of the Company and/or its respective directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

Shareholder Litigation. The Company shall give Parent the opportunity opportunity, at Parent's own cost, to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement or the Shareholder Agreement, and no . No such settlement in respect of any such litigation shall be agreed to without Parent’s 's prior written consentconsent to the extent such settlement is for an amount which exceeds the Company's insurance coverage plus the applicable deductible.

Shareholder Litigation. The Company shall give Parent prompt notice of any shareholder litigation against Company and/or its directors or affiliates relating to the transactions contemplated by this Agreement and shall give Parent the opportunity to participate in and control at its own expense the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreementsuch litigation. In addition, and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. The Company shall give provide Parent with the opportunity (but Parent shall not be obligated) to participate participate, at Parent’s sole expense, in the defense or and/or settlement of any shareholder litigation against the Company and/or its directors and/or executive officers relating to the transactions contemplated by Transactions or this Agreement, whether commenced prior to or after the execution and delivery of this Agreement, and no the Company shall not settle or offer to settle any such settlement shall be agreed to litigation without Parent’s the prior written consentconsent of Parent, which shall not be unreasonably withheld, conditioned or delayed.

Shareholder Litigation. 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 or executive officers relating to the transactions contemplated by this Agreement. The Company agrees that it shall not settle or offer to settle any litigation commenced prior to or after the date of this Agreement against the Company or any of its directors or executive officers by any shareholder of the Company relating to this Agreement, and no such settlement shall be agreed to the Merger, any other transaction contemplated hereby or otherwise, without Parent’s the prior written consentconsent of Parent.

Shareholder Litigation. 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 the members of the Company Board relating to the Merger, this Agreement or any of the transactions contemplated by this Agreement, and no provided that the Company shall in any event control such settlement defense and/or settlement; provided further that the Company shall not settle any such litigation without the consent of the Parent (such consent not to be agreed to without Parent’s prior written consentunreasonably withheld, conditioned or delayed).

Shareholder Litigation. The Company shall give Parent the reasonable opportunity to participate in the defense or settlement of any shareholder or other litigation against the Company and/or its officers or directors relating to this Agreement or the transactions contemplated by this Agreementhereby, and no shall give consideration to Parent’s advice with respect to such settlement litigation and shall be agreed to not settle any such litigation without Parent’s prior written consent.

Shareholder Litigation. 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 by this Agreementhereby, and no such settlement litigation shall be agreed to settled without Parent’s 's prior written consent.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any shareholder litigation against the Company and/or its officers or directors relating to the Merger or any of the other transactions contemplated by this Agreement, and no such . The Company shall not enter into any settlement shall be agreed agreement in respect of any shareholder litigation against the Company and/or its directors or officers relating to the Merger or any of the other transactions contemplated hereby without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. The Company shall give Parent the opportunity to participate participate, at Parent's expense, in the defense or and settlement of any shareholder litigation against the Company and/or or its directors or officers relating to any of the transactions contemplated by this Agreement, hereby and no shall not enter into any such settlement shall be agreed to without Parent’s prior written 's consent, which consent shall not be unreasonably withheld.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company or its Subsidiaries and/or its their respective directors or officers relating to the transactions contemplated by this Agreement, Agreement and no such settlement shall be agreed to without Parent’s prior written consentconsent (which shall not be unreasonably withheld, denied or delayed).

Shareholder Litigation. 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 or officers relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consentconsent (which consent shall not be unreasonably withheld).

Shareholder Litigation. The Company shall promptly notify Parent and give Parent the opportunity to participate in the defense or settlement of any action brought by any shareholder litigation of the Company against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no settlement of any such settlement action shall be agreed to without Parent’s prior written consent.

Shareholder Litigation. 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 by this AgreementAgreement (subject to any considerations regarding attorney-client privilege), and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld or delayed).

Shareholder Litigation. The Company Parent shall give Parent the Company the opportunity to participate in in, subject to a customary joint defense agreement, any stockholder litigation against Parent, its managers, directors or officers relating to the defense Merger or any other transactions contemplated hereby; provided, however, that no settlement of any shareholder such litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any shareholder litigation against the Company and/or its directors relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld or delayed.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in in, but not control, the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no shall give consideration to Parent’s advice with respect to such settlement stockholder litigation and, prior to the termination of this Agreement, shall be agreed to not settle any such litigation without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation (including any class action or derivative litigation) against the Company and/or any of its directors or officers relating to the transactions contemplated by this Agreement, the Offer, the Mergers or any of the other Contemplated Transactions or the Shareholder Agreements, and no compromise or full or partial settlement of any such settlement litigation shall be agreed to by the Company without Parent’s prior written consent.

Shareholder Litigation. The Company shall give Parent the opportunity to participate (at Parent’s cost and expense) in the defense or (subject to Section 6.01(n)) settlement of any shareholder litigation (including derivative claims) against the Company and/or Company, any of its Subsidiaries or any of their respective directors or executive officers relating to this Agreement, the Mergers or any of the other transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consentAgreement (“Merger-Related Litigation”).

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its officers or directors relating to any of the transactions contemplated by this AgreementContemplated Transactions, and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consents not to be unreasonably withheld or delayed).

Shareholder Litigation. 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 by this Agreement or the Shareholder Agreement, and no such settlement shall be agreed to without Parent’s 's prior written consent, which consent shall not be unreasonably withheld.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its officers and directors relating to the transactions contemplated by this Agreementhereby, including the Merger, and no such settlement shall be agreed to without Parent’s prior written consent.

Shareholder Litigation. The Company shall will give Parent the opportunity to participate in the defense or settlement of any (a) shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this AgreementPlan and (b) the litigation set forth on Section 5.16 of the Company’s Disclosure Letter, and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld or delayed).

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreement; provided, and however, that no such settlement shall be agreed to without Company's and Parent’s prior written 's consent, which shall not be unreasonably withheld.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or or its officers or directors relating to any of the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

Shareholder Litigation. 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 by this Agreement, and no the Company shall not agree to any such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company or its Subsidiaries and/or its their respective directors or officers relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreementany Transaction, and no such settlement shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or or its directors or officers relating to any of the transactions contemplated by this Agreementthe Operative Agreements; provided, and however, that no such settlement shall be agreed to without Parent’s prior written 's consent, which shall not be unreasonably withheld.

Shareholder Litigation. The Company shall give Parent the ---------------------- opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or or its directors or officers relating to any of the transactions contemplated by this AgreementTransactions; provided, and however, that no such settlement shall be agreed to -------- ------- without Parent’s prior written 's consent, which shall not be unreasonably withheld.

Shareholder Litigation. 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 by this Agreement, and any related litigation, negotiation or proceedings under the Company’s insurance policies, and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or and its directors relating to the transactions contemplated by Merger or this Agreement; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreementany Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld.

Shareholder Litigation. 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 or executive officers relating to the transactions contemplated by Transactions or this Agreement, whether commenced prior to or after the execution and delivery of this Agreement, and no shall not settle or offer to settle any such settlement shall be agreed to litigation without Parent’s the prior written consentconsent of Parent (which consent shall not be unreasonably withheld or delayed).

Shareholder Litigation. 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 by this Agreement, Agreement and no such settlement shall be agreed to without Parent’s prior written consent.

Shareholder Litigation. The Company shall give Parent the ---------------------- opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or and its directors relating to any of the transactions contemplated by this AgreementTransactions; provided, and however, that no such settlement shall be agreed to -------- ------- without Parent’s prior written 's consent, which consent shall not be unreasonably withheld.

Shareholder Litigation. The Company shall promptly notify Parent and give Parent the opportunity to participate in the defense or settlement of any shareholder litigation Action brought by any Shareholder against the Company Company, its Subsidiaries and/or its directors relating to the transactions contemplated by this Agreement, and no settlement of any such settlement Action shall be agreed to without Parent’s prior written consent, which shall not be unreasonably delayed or conditioned.

Shareholder Litigation. 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 or officers relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation brought by any shareholder of the Company against the Company and/or its directors or executive officers relating to the transactions contemplated Transactions, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not settle or offer to settle any litigation commenced prior to or after the date of this Agreement against the Company or any of its directors or executive officers by any shareholder of the Company relating to this Agreement, and no such settlement shall be agreed to the Transactions or otherwise, without Parent’s the prior written consentconsent of Parent.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or or its directors or officers relating to any of the transactions contemplated by this AgreementTransactions; PROVIDED, and HOWEVER, that no such settlement shall be agreed to without Parent’s prior written 's consent, which shall not be unreasonably withheld.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or or its directors relating to arising after the date of this Agreement as a result of the Merger and the other transactions contemplated by this Agreementhereby, and with respect to any settlement in connection therewith, no such settlement shall be agreed to occur without Parent’s prior written consent, except as otherwise permitted under Section 7.1(j). It is understood and agreed that this Section 8.15 shall not give Parent the right to direct any such defense.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in participate, subject to a customary joint defense agreement, in, but not control, the defense or settlement of any shareholder litigation against the Company and/or or its directors or officers relating to the Merger or any other transactions contemplated by this Agreement or the Shareholder Agreement; provided, and however, that no such settlement shall be agreed to without Parent’s 's prior written consent, which will not be unreasonably withheld.

Shareholder Litigation. The Company shall give Parent the reasonable opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior 's written consent, which shall not be unreasonably withheld or delayed.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any shareholder litigation brought or threatened against the Company and/or or its directors by or on behalf of any holders of Shares, Company Options or Company RSUs relating to this Agreement or the transactions contemplated by this Agreement, and no the Company shall not agree to any such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld or delayed).

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or and its directors relating to the Merger or the other transactions contemplated by this Agreement; PROVIDED, and HOWEVER, that no such settlement shall be agreed to without Parent’s 's prior written consent, which consent shall not be unreasonably withheld.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or or its directors or officers relating to any of the transactions contemplated by this AgreementTransactions; provided, and however, that no such settlement shall be agreed to without Parent’s prior written 's consent, which shall not be unreasonably withheld.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or or its officers and directors relating to the transactions contemplated by this Agreementhereby, including the Merger, and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. 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 by this Agreement, and no . The Company shall not settle or offer to settle any such settlement shall be agreed to litigation without Parent’s the prior written consentconsent of Parent, which consent will not be unreasonably withheld or delayed.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in in, but not control, the defense or settlement of any shareholder litigation against the Company and/or and its directors relating to the transactions transaction contemplated by this Agreement; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent's consent unless (i) neither the Company nor Parent is or may become directly or indirectly liable to pay any amount in connection therewith pursuant to Section 5.13 or otherwise and (ii) such settlement does not impose any restriction on the business or activities of the Company or Parent or their respective Subsidiaries.

Shareholder Litigation. The Company shall give Parent the ---------------------- opportunity to participate in the defense or and settlement of any shareholder litigation against the Company and/or or its directors or officers relating to any of the transactions contemplated by this Agreement, Transactions and no shall not enter into any such settlement shall be agreed to without Parent’s prior written 's consent, which consent shall not be unreasonably withheld.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation Litigation against the Company and/or and its directors relating to the transactions contemplated by this AgreementAgreement or the Merger; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent's consent which consent will not be unreasonably withheld.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or or its directors relating to the transactions contemplated by this Agreement. The Company agrees that it shall not settle or offer to settle any litigation commenced prior to or after the date hereof against the Company or any of its directors or executive officers by any shareholder of the Company relating to this Agreement, and no such settlement shall be agreed to the Merger or any other transaction contemplated hereby, without Parent’s the prior written consentconsent of Parent.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in participate, subject to a customary joint defense agreement, in, but not control, the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the Merger or any other transactions contemplated by this Agreement, hereby and no such settlement shall in any event be agreed to without Parent’s prior written consent's consent (not to be unreasonably withheld).

Shareholder Litigation. The Company shall give Parent the opportunity to participate at its own expense in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this AgreementAgreement and the Related Agreements, and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld).

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or or its directors relating to the transactions contemplated by this Agreement; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent's consent which shall not be unreasonably withheld or delayed; provided, further, that nothing contained in this Section 5.11 shall prevent the Company or its directors, as the case may be, from being represented in any such litigation by counsel of its or his choice.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any shareholder litigation against the Company and/or or its officers or directors relating to the Merger or any of the other transactions contemplated by this Agreement, and no such . The Company shall not enter into any settlement shall be agreed agreement in respect of any shareholder litigation against the Company or its directors or officers relating to the Merger or any of the other transactions contemplated hereby without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. The Company shall give Parent the opportunity to participate in participate, subject to a customary joint defense agreement, in, but not control, the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the Merger or any other transactions contemplated by this Agreement, hereby and no such settlement shall in any event be agreed to without Parent’s prior written consentconsent (not to be unreasonably withheld).

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or and its directors relating to any Transaction and the transactions contemplated by this Agreement, and no Company shall not agree to any such settlement shall be agreed to without Parent’s prior written 's consent.

Shareholder Litigation. The Company shall give Parent the opportunity opportunity, at Parent’s own cost, to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement or the Shareholder Agreement, and no . No such settlement in respect of any such litigation shall be agreed to without Parent’s prior written consentconsent to the extent such settlement is for an amount which exceeds the Company’s insurance coverage plus the applicable deductible.