Common use of Shareholder Litigation Clause in Contracts

Shareholder Litigation. Each Party shall promptly advise the other Parties of any Action commenced (or to the Knowledge of the Company or the Knowledge of SPAC, as applicable, threatened) on or after the date of this Agreement against such party, any of its Subsidiaries or any of its directors or officers by any Company Shareholder or SPAC Shareholder relating to this Agreement, the Mergers or any of the other Transactions (any such Action, “Shareholder Litigation”), and such party shall keep the other party informed regarding any such Shareholder Litigation. Other than with respect to any Shareholder Litigation where the parties identified in this sentence are adverse to each other or in the context of any Shareholder Litigation related to or arising out of a Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company shall give SPAC a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Company, any of their respective Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to without the SPAC’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC shall give the Company a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of the Company in connection therewith) brought against SPAC, any of its Subsidiaries or any of its directors or officers, and no such settlement shall be agreed to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed). 77

Shareholder Litigation. Each Party shall promptly advise the other Parties of any Action commenced (or to the Knowledge of the Company or the Knowledge of SPAC, as applicable, threatened) on or after the date of this Agreement against such party, any of its Subsidiaries or any of its directors or officers by any Company Shareholder or SPAC Shareholder relating to this Agreement, the Mergers or any of the other Transactions (any such Action, “Shareholder Litigation”), and such party shall keep the other party informed regarding any such Shareholder Litigation. Other than with respect to any Shareholder Litigation where the parties identified in this sentence are adverse to each other or in the context of any Shareholder Litigation related to or arising out of a Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company shall give SPAC a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Company, any of their respective Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to without the SPAC’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC shall give the Company a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of the Company in connection therewith) brought against SPAC, any of its Subsidiaries SPAC or any of its directors or officers, and no such settlement shall be agreed to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed). 77.

Shareholder Litigation. (a) Each Party of CGAC and the Company shall promptly advise the other Parties of any Action commenced (or to the Knowledge of the Company or the Knowledge of SPACCGAC, as applicable, threatened) on or after the date of this Agreement against such party, any of its Subsidiaries or any of its directors or officers by any Company Shareholder or SPAC CGAC Shareholder relating to this Agreement, the Mergers or any of the other Transactions (any such Action, “Shareholder Litigation”), and such party shall keep the other party reasonably informed regarding any such Shareholder Litigation. . (b) Other than with respect to any Shareholder Litigation where CGAC or the parties identified in this sentence Company are adverse to each other or in the context of any Shareholder Litigation related to or arising out of a Company Acquisition Proposal or a SPAC CGAC Acquisition Proposal, (a) the Company shall give SPAC CGAC a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of SPAC CGAC in connection therewith) brought against the Company, any of their respective its Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to without the SPACCGAC’s prior consent (which consent shall not be unreasonably conditioned, withheld, conditioned delayed or delayed) denied), and (b) SPAC CGAC shall give the Company a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of the Company in connection therewith) brought against SPAC, any of its Subsidiaries CGAC or any of its directors or officers, and no such settlement shall be agreed to without the Company’s prior consent (which consent shall not be unreasonably conditioned, withheld, conditioned delayed or delayeddenied). 77.

Shareholder Litigation. HCC and Presidio shall each promptly notify the other party in writing of any threatened or commenced litigation, or of any claim, controversy or contingent liability or complaint that could reasonably be expected to be asserted or become the subject of a Legal Action or regulatory review or filings with any Governmental Entity, against the notifying party or affecting any of its properties, Subsidiaries or Affiliates. Each Party of HCC and Presidio shall promptly advise notify the other Parties party of any Action commenced (or Legal Action, pending or, to the Knowledge knowledge of the Company notifying party, threatened against the notifying party that questions or could question the Knowledge of SPAC, as applicable, threatened) on or after the date validity of this Agreement against such partyor the Contemplated Transactions, any of its Subsidiaries or any of its directors actions taken or officers to be taken by any Company Shareholder or SPAC Shareholder relating the notifying party pursuant to this AgreementSection 5.18 or seeks to enjoin, materially delay or otherwise restrain the Mergers or any consummation of the other Transactions (any such Action, “Shareholder Litigation”), Contemplated Transactions. Each of HCC and such party Presidio shall keep give the other party informed regarding any such Shareholder Litigation. Other than with respect to any Shareholder Litigation where the parties identified in this sentence are adverse to each other or in the context of any Shareholder Litigation related to or arising out of a Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company shall give SPAC a reasonable opportunity to participate in the defense or settlement of any shareholder litigation against such Shareholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Company, any of their respective Subsidiaries party or any of their respective its directors or officers and no relating to the Merger or the Contemplated Transactions. Neither HCC or Presidio, may enter into any settlement agreement as to any shareholder litigation against such settlement shall be agreed to without the SPAC’s prior consent (which consent shall not be unreasonably withheld, conditioned party or delayed) and (b) SPAC shall give the Company a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of the Company in connection therewith) brought against SPAC, any of its Subsidiaries or any of its directors or officersofficers relating to the Merger or the other Contemplated Transactions without such other party’s prior written consent. For purposes of this Section 5.18, “participate” means that the non-litigating party will be kept reasonably apprised of the proposed strategy and other significant decisions as to the litigation by the litigating party (to the extent the attorney-client privilege, work product or other similar privilege between the litigating party and its counsel is not undermined or otherwise affected and to the extent permitted by Law), and no such settlement the non-litigating party may offer comments or suggestions as to the litigation (which comments and suggestions shall be agreed to without the Company’s prior consent (which consent shall reasonably considered) but will not be unreasonably withheldafforded any decision-making power or other authority over the litigation, conditioned or delayed). 77except for the settlement consent set forth above.

Shareholder Litigation. Each Party shall promptly advise the other Parties of any Action commenced (or to the Knowledge of the Company or the Knowledge of SPAC, as applicable, threatened) on or after the date of this Agreement against such party, any of its Subsidiaries or any of its directors or officers by any Company Shareholder or SPAC Shareholder relating to this Agreement or the Original Merger Agreement, the Mergers or any of the other Transactions (any such Action, “Shareholder Litigation”), and such party shall keep the other party informed regarding any such Shareholder Litigation. Other than with respect to any Shareholder Litigation where the parties identified in this sentence are adverse to each other or in the context of any Shareholder Litigation related to or arising out of a Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company shall give SPAC a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Company, any of their respective Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to without the SPAC’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC shall give the Company a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of the Company in connection therewith) brought against SPAC, any of its Subsidiaries SPAC or any of its directors or officers, and no such settlement shall be agreed to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed). 77.

Shareholder Litigation. Each Party The Company shall promptly advise SPAC, and SPAC shall promptly advise the other Parties Company, as the case may be, of any Action commenced (or to the Knowledge of the Company or the Knowledge of SPAC, as applicable, threatened) on or after the date of this Agreement against such party, any of its Subsidiaries or any of its directors or officers by any Company Shareholder or SPAC Shareholder relating to this Agreement, the Mergers or any of the other Transactions (any such Action, “Shareholder Litigation”), and such party shall keep the other party reasonably informed regarding any such Shareholder Litigation. Other than with respect to any Shareholder Litigation where the parties identified in this sentence are adverse to each other or in the context of any Shareholder Litigation related to or arising out of a Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company shall give SPAC a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Company, any of their respective Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to without the SPAC’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC shall give the Company a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of the Company in connection therewith) brought against SPAC, any of its Subsidiaries SPAC or any of its directors or officers, and no such settlement shall be agreed to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed). 77.

Shareholder Litigation. Each Party The Company and Pubco shall promptly advise Purchaser, and Purchaser shall promptly advise the other Parties Company and Pubco, as the case may be, in writing of any Action commenced (or to the Knowledge of the Company or Pubco (as applicable) or the Knowledge of SPACPurchaser, as applicable, threatened) on or after the date of this Agreement against such party, any of its Subsidiaries or any of its directors or officers by any Company Shareholder or SPAC Purchaser Shareholder relating to this Agreement, the Mergers or any of the other Transactions (any such Action, ““ Shareholder Litigation”), and such party shall keep the other party reasonably informed regarding any such Shareholder Litigation. Other than with respect to any Shareholder Litigation where Each of the parties identified shall reasonably cooperate with the other in this sentence are adverse to each other or in connection with the context defense, settlement and compromise of any such Shareholder Litigation related to or arising out of a Litigation. The Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and Pubco shall give SPAC a reasonable Purchaser the opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Company, any of their respective Subsidiaries Company or any of their respective directors or officers and no such settlement shall be agreed to without the SPAC’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC shall give the Company a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of the Company in connection therewith) brought against SPACPubco, any of its Subsidiaries or any of its directors or officersdirectors, and no such settlement shall be agreed to without the CompanyPurchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). 77Purchaser shall give the Company the opportunity to participate in the defense or settlement of any such Shareholder Litigation brought against Purchaser, any of its Subsidiaries or any of their respective directors, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. Each Party The Company and Holdco shall promptly advise SPAC, and SPAC shall promptly advise the other Parties Company, as the case may be, in writing of any Action commenced (or to the Knowledge of the Company or Holdco (as applicable) or the Knowledge of SPAC, as applicable, threatened) on or after the date of this Agreement against such party, any of its Subsidiaries or any of its directors or officers by any Company Shareholder or SPAC Shareholder relating to this Agreement, the Mergers or any of the other Transactions (any such Action, “Shareholder Litigation”), and such party shall keep the other party reasonably informed regarding any such Shareholder Litigation. Other than with respect to any Shareholder Litigation where Each of the parties identified shall reasonably cooperate with the other in this sentence are adverse to each other or in connection with the context defense, settlement and compromise of any such Shareholder Litigation related to or arising out of a Litigation. The Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and Holdco shall give SPAC a reasonable the opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the CompanyCompany or Holdco, any of their respective its Subsidiaries or any of their respective directors or officers its directors, and no such settlement shall be agreed to without the SPAC’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC shall give the Company a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of the Company in connection therewith) brought against SPAC, any of its Subsidiaries or any of its directors or officers, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). 77The SPAC shall give the Company the opportunity to participate in the defense or settlement of any such Shareholder Litigation brought against the SPAC, any of their respective Subsidiaries or any of their respective directors, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. Each Party Prior to the earlier of the Effective Time or the date of termination of this Agreement pursuant to Section 7.1: (a) the Company shall promptly advise the other Parties Parent in writing of any Action threatened or commenced (shareholder litigation, arbitration, class action or to the Knowledge of derivative proceeding against the Company or the Knowledge of SPAC, as applicable, threatened) on or after the date of this Agreement against such party, any of its Subsidiaries or any of its directors or officers by any Company Shareholder directly or SPAC Shareholder indirectly relating to this Agreement, the Mergers Merger or any of the other Transactions transactions contemplated hereby (including any such Action, claim relating to disclosures made under securities laws and regulations) (a “Shareholder LitigationProceeding”), ) and such party shall keep the other party Parent reasonably informed regarding any such Shareholder Litigation. Other than with respect to any Shareholder Litigation where the parties identified in this sentence are adverse to each other or in the context of any Shareholder Litigation related to or arising out of a Company Acquisition Proposal or a SPAC Acquisition Proposal, shareholder litigation; (ab) the Company shall give SPAC a reasonable opportunity Parent the opportunity, at Parent’s sole cost and expense, to participate in the defense or settlement of any such Shareholder Litigation Proceeding; and (and consider in good faith the suggestions of SPAC in connection therewithc) brought against other than settlements providing solely for supplemental disclosures to the Company’s shareholders, neither the Company nor Parent shall agree to any settlement of their respective Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to Shareholder Proceeding without the SPACother party’s prior consent (to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed) ; provided that such consent may be withheld in such party’s sole discretion if such agreement to settle would require such party to incur any material Liability, obligation, or expense (other than costs and (b) SPAC expenses incurred in defending such Shareholder Proceeding or other Liabilities, obligation or expenses covered by applicable insurance policies, it being understood that any deductible with respect to any such insurance policies shall give not be considered a material Liability, obligation, or expense hereunder); provided, further, that the Company shall not be obligated to agree to any settlement unless such settlement includes a reasonable opportunity to participate in the defense or settlement full release of any such Shareholder Litigation (and consider in good faith the suggestions director or executive officer of the Company in connection therewith) brought against SPAC, any of its Subsidiaries or any of its directors or officers, and no that was a party to such settlement shall be agreed to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed). 77litigation.