Common use of Shareholder Litigation Clause in Contracts

Shareholder Litigation. (a) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Company, threatened in writing, against the Company or any of its Subsidiaries or the board of directors of the Company or any of its Subsidiaries by any Company Shareholders prior to the Share Exchange Closing, the Company shall promptly after becoming aware of such litigation notify Acquiror, New SubCo and PubCo of such litigation and keep Acquiror, New SubCo and PubCo reasonably informed with respect to the status thereof; and the Company shall provide Acquiror, New SubCo and PubCo the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith Acquiror’s, New SubCo’s and/or PubCo’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCo, such consent not to be unreasonably withheld, conditioned, or delayed. (b) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Acquiror Parties, threatened in writing, against any Acquiror Party or the board of directors of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party shall promptly after becoming aware of such litigation notify the Company of such litigation and keep the Company reasonably informed with respect to the status thereof; and such Acquiror Party shall provide the Company the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith the Company’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, or delayed.

Shareholder Litigation. (a) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby Transactions is brought, or, to the knowledge of the any Group Company, threatened in writing, against the any Group Company or any of its Subsidiaries or the board of directors of the such Group Company or any of its Subsidiaries by any Group Company Shareholders prior to the Share Exchange Merger Closing, the then such Group Company shall promptly after becoming aware of such litigation notify Acquiror, New SubCo the other Group Companies and PubCo of such litigation and keep Acquiror, New SubCo and PubCo reasonably informed with respect to the status thereof; and the Company shall provide Acquiror, New SubCo and PubCo the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith Acquiror’s, New SubCo’s and/or PubCo’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCo, such consent not to be unreasonably withheld, conditioned, or delayed. (b) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Acquiror Parties, threatened in writing, against any Acquiror Party or the board of directors of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party shall promptly after becoming aware of such litigation notify the Company SPAC of such litigation and keep the Company other Group Companies and SPAC reasonably informed with respect to the status thereof; and such Acquiror Party Group Company shall provide the Company other Group Companies and SPAC the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith the Company’s suggestions of the other Group Companies and SPAC with respect to such litigation, and shall not settle any such litigation without the prior written consent of the Companyother Group Companies and SPAC, such consent not to be unreasonably withheld, conditioned, or delayed. (b) In the event that any litigation related to this Agreement, any other Transaction Document or the Transactions is brought, or, to the knowledge of SPAC, threatened in writing, against SPAC or the board of directors of the SPAC by any SPAC Shareholder prior to the Merger Closing, SPAC shall promptly after becoming aware of such litigation notify the Group Companies of such litigation and keep the Group Companies reasonably informed with respect to the status thereof; and SPAC shall provide the Group Companies the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith the suggestions of the Group Companies with respect to such litigation, and shall not settle any such litigation without the prior written consent of the Group Companies, such consent not to be unreasonably withheld, conditioned, or delayed.

Shareholder Litigation. (a) In the TKB shall provide Wejo prompt notice (and in any event that within forty-eight (48) hours) of any litigation related brought by any TKB shareholder or purported TKB shareholder against TKB, the Sponsor or any of their respective directors or officers relating to the Mergers or any other transaction contemplated by this Agreement, the Sponsor Voting Agreement or any other Transaction Document or the transactions contemplated hereby or thereby is broughtAgreement, or, to the knowledge of the Company, threatened in writing, against the Company or any of its Subsidiaries or the board of directors of the Company or any of its Subsidiaries by any Company Shareholders prior to the Share Exchange Closing, the Company and shall promptly after becoming aware of such litigation notify Acquiror, New SubCo and PubCo of such litigation and keep Acquiror, New SubCo and PubCo Wejo reasonably informed on a prompt (and in any event within three (3) Business Days of any material development or update) and timely basis with respect to the status thereof; and the Company . TKB shall provide Acquiror, New SubCo and PubCo give Wejo the opportunity to participate (at Wejo’s expense) in (at its own cost and expense and but not control) (subject to a customary joint defense agreement), but not control, the defense or settlement of any such litigation and shall consider reasonably cooperate with Wejo in good faith Acquiror’s, New SubCo’s and/or PubCo’s suggestions with respect to conducting the defense or settlement of such litigation, and no such settlement shall be agreed without Wejo’s prior written consent, which consent shall not settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCo, such consent not to be unreasonably withheld, conditioned, conditioned or delayed. In the event of, and to the extent of, any conflict or overlap between the provisions of this Section 5.8(a) and Section 5.1, the provisions of this Section 5.8(a) shall control. (b) In the Wejo shall provide TKB prompt notice (and in any event that within forty-eight (48) hours) of any litigation related brought by any Wejo shareholder or purported Wejo shareholder against Wejo, any Wejo Subsidiary or any of their respective directors or officers relating to the Mergers or any other transaction contemplated by this Agreement, the Wejo Voting Agreements or any other Transaction Document or the transactions contemplated hereby or thereby is broughtAgreement, or, to the knowledge of the Acquiror Parties, threatened and shall keep TKB reasonably informed on a prompt (and in writing, against any Acquiror Party or the board of directors event within three (3) Business Days of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party shall promptly after becoming aware of such litigation notify the Company of such litigation material development or update) and keep the Company reasonably informed timely basis with respect to the status thereof; and such Acquiror Party . Wejo shall provide the Company give TKB the opportunity to participate (at TKB’s expense) in (at its own cost and expense and but not control) (subject to a customary joint defense agreement), but not control, the defense or settlement of any such litigation and shall consider reasonably cooperate with TKB in good faith conducting the Company’s suggestions with respect to defense or settlement of such litigation, and no such settlement shall be agreed without TKB’s prior written consent, which consent shall not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, conditioned or delayed. In the event of, and to the extent of, any conflict or overlap between the provisions of this Section 5.8(b) and Section 5.2, the provisions of this Section 5.8(b) shall control.

Shareholder Litigation. (a) In the event that any litigation related to this AgreementThe Company and PubCo shall promptly advise SPAC, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of and SPAC shall promptly advise the Company, threatened in writingas the case may be, against of any Action commenced (or to the Knowledge of the Company or PubCo 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 board of directors of the Company Mergers or any of its Subsidiaries by the other Transactions, the occurrence of which has caused or is reasonably likely to cause any Company Shareholders prior condition to the Share Exchange Closingobligations of any Party to effect the Transactions not to be satisfied or is reasonably likely to have a material adverse effect on the ability of the Parties to consummate the Transactions or to materially delay the timing thereof (any such Action, “Shareholder Litigation”), and such party shall keep the Company shall promptly after becoming aware of such litigation notify Acquiror, New SubCo and PubCo of such litigation and keep Acquiror, New SubCo and PubCo other party reasonably informed regarding any such Shareholder Litigation. Other than with respect to any Shareholder Litigation where the status thereof; and 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 provide Acquiror, New SubCo and PubCo the shall give SPAC a reasonable opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense or settlement of any such litigation Shareholder Litigation (and shall consider in good faith Acquiror’s, New SubCo’s and/or PubCo’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCo, such consent not to be unreasonably withheld, conditioned, or delayed. (b) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Acquiror Parties, threatened in writing, against any Acquiror Party or the board of directors of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party shall promptly after becoming aware of such litigation notify the Company of such litigation and keep the Company reasonably informed with respect to the status thereof; and such Acquiror Party shall provide the Company the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith the Companysuggestions of SPAC in connection therewith) brought against the Company or PubCo, 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 suggestions with respect to such litigation, and prior consent (which consent shall not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, conditioned or delayed) and (b) SPAC and 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).

Shareholder Litigation. (a) In the event that any litigation related to this Agreement, any the other Transaction Document Agreements or any or the transactions contemplated hereby or thereby is brought, or, to the knowledge of Acquiror, threatened in writing, against Acquiror or the board of directors of Acquiror by any of the Acquiror Shareholders prior to the Closing, Acquiror shall promptly notify the Company of any such litigation and keep the Company reasonably informed with respect to the status thereof. Acquiror shall provide the Company the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of any such litigation, shall give due consideration to the Company’s advice with respect to such litigation and shall not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, delayed or denied. (b) In the event that any litigation related to this Agreement, the other Transaction Agreements or any or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Company, threatened in writing, against the Company or any of its Subsidiaries or the board of directors of the Company or by any of its Subsidiaries by any Company Shareholders the holders of the Company’s Equity Securities prior to the Share Exchange Closing, the Company shall promptly after becoming aware notify Acquiror of such litigation notify Acquiror, New SubCo and PubCo of any such litigation and keep Acquiror, New SubCo and PubCo Acquiror reasonably informed with respect to the status thereof; and the . The Company shall provide Acquiror, New SubCo and PubCo Acquiror the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and litigation, shall consider in good faith give due consideration to Acquiror’s, New SubCo’s and/or PubCo’s suggestions advice with respect to such litigation, litigation and shall not settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCo, such consent not to be unreasonably withheld, conditioned, delayed or delayeddenied. (b) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Acquiror Parties, threatened in writing, against any Acquiror Party or the board of directors of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party shall promptly after becoming aware of such litigation notify the Company of such litigation and keep the Company reasonably informed with respect to the status thereof; and such Acquiror Party shall provide the Company the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith the Company’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, or delayed.

Shareholder Litigation. (a) In the event that any litigation related to this AgreementThe Company shall promptly advise SPAC, any other Transaction Document or the transactions contemplated hereby or thereby is broughtand SPAC, or, to the knowledge of shall promptly advise the Company, threatened in writingas the case may be, against 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 board of directors of the Company Mergers or any of its Subsidiaries by 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 Shareholders prior to the Share Exchange ClosingAcquisition Proposal or a SPAC Acquisition Proposal, (a) the Company shall promptly after becoming aware of such litigation notify Acquiror, New SubCo and PubCo of such litigation and keep Acquiror, New SubCo and PubCo reasonably informed with respect to the status thereof; and the Company shall provide Acquiror, New SubCo and PubCo the give SPAC a reasonable opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense or settlement of any such litigation Shareholder Litigation (and shall consider in good faith Acquiror’s, New SubCo’s and/or PubCo’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCo, such consent not to be unreasonably withheld, conditioned, or delayed. (b) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Acquiror Parties, threatened in writing, against any Acquiror Party or the board of directors of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party shall promptly after becoming aware of such litigation notify the Company of such litigation and keep the Company reasonably informed with respect to the status thereof; and such Acquiror Party shall provide the Company the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith the Company’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent 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 to be unreasonably withheld, conditioned, 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).

Shareholder Litigation. (a) In the event that any litigation related to this AgreementThe Company and, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, prior to the knowledge of Closing, PubCo shall promptly advise SPAC, and SPAC shall promptly advise the Company, threatened in writingas the case may be, against 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 Stockholder relating to this Agreement, the board of directors of the Company Mergers or any of its Subsidiaries by 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 Shareholders Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior to the Share Exchange Closing, the Company PubCo shall promptly after becoming aware of such litigation notify Acquiror, New SubCo and PubCo of such litigation and keep Acquiror, New SubCo and PubCo reasonably informed with respect to the status thereof; and the Company shall provide Acquiror, New SubCo and PubCo the give SPAC a reasonable opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement)participate, but not control, at its sole expense, in the defense or settlement of any such litigation Shareholder Litigation (and shall consider in good faith Acquiror’sthe suggestions of SPAC in connection therewith) brought against the Company or PubCo, New SubCoany of their respective Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to without SPAC’s and/or PubCo’s suggestions with respect to such litigation, and prior consent (which consent shall not settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCo, such consent not to be unreasonably withheld, conditioned, conditioned or delayed. ) and (b) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Acquiror Parties, threatened in writing, against any Acquiror Party or the board of directors of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party SPAC shall promptly after becoming aware of such litigation notify give the Company of such litigation and keep the Company reasonably informed with respect to the status thereof; and such Acquiror Party shall provide the Company the a reasonable opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement)participate, but not control, at its sole expense, in the defense or settlement of any such litigation Shareholder Litigation (and shall 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 suggestions with respect to such litigation, and prior consent (which consent shall not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, conditioned or delayed).

Shareholder Litigation. (a) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Company, threatened in writing, against the Company or any of its Subsidiaries or the board of directors of the Company or any of its Subsidiaries by any Pre-Closing Company Company Shareholders prior to the Share Exchange Closing, the Company shall promptly after becoming aware of such litigation notify Acquiror, New SubCo and PubCo Purchaser Parties of such litigation and keep Acquiror, New SubCo and PubCo Purchaser Parties reasonably informed with respect to the status thereof; and the Company shall provide Acquiror, New SubCo and PubCo Purchaser Parties the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith Acquiror’s, New SubCo’s and/or PubCo’s Purchaser Parties’ suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCoPurchaser Parties, such consent not to be unreasonably withheld, conditioned, or delayed. (b) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Acquiror Purchaser Parties, threatened in writing, against any Acquiror Purchaser Party or the board of directors of any Acquiror Purchaser Party by any shareholder of any Acquiror Purchaser Party prior to the Share Exchange Closing, such Acquiror Purchaser Party shall promptly after becoming aware of such litigation notify the Company of such litigation and keep the Company reasonably informed with respect to the status thereof; and such Acquiror Purchaser Party shall provide the Company the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith the Company’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, or delayed.

Shareholder Litigation. (a) In the event that any litigation related O’Charley’s has agreed to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Company, threatened in writing, against the Company or any of its Subsidiaries or the board of directors of the Company or any of its Subsidiaries by any Company Shareholders prior to the Share Exchange Closing, the Company shall promptly after becoming aware of such litigation notify Acquiror, New SubCo and PubCo of such litigation and keep Acquiror, New SubCo and PubCo reasonably informed with respect to the status thereof; and the Company shall provide Acquiror, New SubCo and PubCo give Parent the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense or settlement of any such shareholder litigation and shall consider in good faith Acquiror’s, New SubCoagainst O’Charley’s and/or PubCo’s suggestions with respect its directors or executive officers relating to such litigationthe Merger Agreement or the transactions contemplated by the Merger Agreement, whether commenced prior to or after the execution and delivery of the Merger Agreement, and shall not settle or offer to settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCo, such Parent (which consent shall not to be unreasonably withheld, conditionedconditioned or delayed). See Section 16 – “Certain Legal Matters; Regulatory Approvals.” Directors after the Acceptance Time. Promptly upon the Acceptance Time and from time to time thereafter, pursuant to the Merger Agreement, Parent shall be entitled to designate the number of directors on the Company’s Board of Directors equal to the product of (i) the total number of directors on the Company’s Board of Directors, and (ii) the percentage that the number of Shares owned directly or indirectly by Parent immediately following the Acceptance Time represents out of the total number of Shares outstanding, and O’Charley’s has agreed to take all actions necessary to enable Xxxxxx’s designees to be so elected or appointed to the Company’s Board of Directors. O’Charley’s also agreed to cause individuals designated by Parent to have the same proportionate representation on (i) each committee of the Company’s Board of Directors and (ii) each board of directors (or similar body) and each committee thereof (or similar body) of each subsidiary of the Company. Prior to the Effective Time, the Company’s Board of Directors shall always have at least three members of the Company’s Board of Directors who were members of the Company’s Board of Directors as of the effective date of the Merger Agreement (“Continuing Directors”) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize O’Charley’s to, among other things: • amend, modify, supplement or terminate the Merger Agreement; • extend the time for performance of, or delayed. (b) In the event that any litigation related to this Agreementwaive, any of the obligations or other Transaction Document acts of Parent or the Purchaser under the Merger Agreement; • waive or exercise any of the Company’s rights under the Merger Agreement; Table of Contents • waive any condition to the Company’s obligations under the Merger Agreement; • amend the Company’s charter or bylaws; • authorize any agreement between O’Charley’s, or its subsidiaries, on the one hand, and Parent, the Purchaser or their affiliates, on the other hand, that is effective before the Effective Time; or • make any other determination with respect to any action to be taken or not to be taken by or on behalf of O’Charley’s relating to the Merger Agreement or the transactions contemplated hereby or thereby is brought, or, to by the knowledge of the Acquiror Parties, threatened in writing, against any Acquiror Party or the board of directors of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party shall promptly after becoming aware of such litigation notify the Company of such litigation and keep the Company reasonably informed with respect to the status thereof; and such Acquiror Party shall provide the Company the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith the Company’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, or delayedMerger Agreement.

Shareholder Litigation. (a) In Each Party shall promptly advise Parent, and Parent shall promptly advise the event that other Parties of any litigation related to Action commenced or threatened on or after the date of this AgreementAgreement against such Party, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Company, threatened in writing, against the Company or any of its Subsidiaries or any of its directors or officers by any Company Shareholder or Parent Shareholder relating to this Agreement, the board of directors of the Company Amalgamation or any of its Subsidiaries by the other Transactions, the occurrence of which has caused or is reasonably likely to cause any Company Shareholders prior condition to the Share Exchange Closingobligations of any Party to effect the Transactions not to be satisfied or is reasonably likely to have a material adverse effect on the ability of the Parties to consummate the Transactions or to materially delay the timing thereof (any such Action, “Shareholder Litigation”), and such Party shall keep the Company shall promptly after becoming aware of such litigation notify Acquiror, New SubCo and PubCo of such litigation and keep Acquiror, New SubCo and PubCo other Parties reasonably informed regarding any such Shareholder Litigation. Other than with respect to any Shareholder Litigation where the status thereof; 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 Competing Transaction or Parent Competing Transaction, (a) the Sole Shareholder, AARK and the Company other Group Companies shall provide Acquiror, New SubCo and PubCo the give Parent a reasonable opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense or settlement of any such litigation Shareholder Litigation (and shall consider in good faith Acquiror’s, New SubCo’s and/or PubCo’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCo, such consent not to be unreasonably withheld, conditioned, or delayed. (b) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Acquiror Parties, threatened in writing, against any Acquiror Party or the board of directors of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party shall promptly after becoming aware of such litigation notify the Company of such litigation and keep the Company reasonably informed with respect to the status thereof; and such Acquiror Party shall provide the Company the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith the Companysuggestions of Parent in connection therewith) brought against the Company or AARK, any of their respective Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to without the Parent’s suggestions with respect to such litigation, and prior consent (which consent shall not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, conditioned or delayed) and (b) Parent and 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 Parent, 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).

Shareholder Litigation. (a) In the event that any litigation related to this AgreementThe Company and, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, prior to the knowledge Initial Closing, PubCo shall promptly advise SPAC, and SPAC, shall promptly advise the Company and PubCo, as the case may be, of any Action commenced (or to the Company, threatened in writing, against Knowledge of the Company or PubCo 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 board of directors of the Company Mergers or any of its Subsidiaries by the other Transactions (any such Action, “Stockholder Litigation”), and such party shall keep the other party reasonably informed regarding any such Stockholder Litigation. Other than with respect to any Stockholder Litigation where the parties identified in this sentence are adverse to each other or in the context of any Stockholder Litigation related to or arising out of a Company Shareholders Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior to the Share Exchange Initial Closing, the Company PubCo shall promptly after becoming aware of such litigation notify Acquiror, New SubCo and PubCo of such litigation and keep Acquiror, New SubCo and PubCo reasonably informed with respect to the status thereof; and the Company shall provide Acquiror, New SubCo and PubCo the give SPAC a reasonable opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense or settlement of any such litigation Stockholder Litigation (and shall consider in good faith Acquiror’s, New SubCo’s and/or PubCo’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCo, such consent not to be unreasonably withheld, conditioned, or delayed. (b) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Acquiror Parties, threatened in writing, against any Acquiror Party or the board of directors of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party shall promptly after becoming aware of such litigation notify the Company of such litigation and keep the Company reasonably informed with respect to the status thereof; and such Acquiror Party shall provide the Company the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith the Companysuggestions of SPAC in connection therewith) brought against the Company or PubCo, 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 suggestions with respect to such litigation, and prior consent (which consent shall not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, conditioned or delayed) and (b) SPAC shall give the Company a reasonable opportunity to participate in the defense or settlement of any such Stockholder 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).

Shareholder Litigation. (a) In the event that any litigation related to this AgreementThe Company and PubCo shall promptly advise SPAC, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of and SPAC shall promptly advise the Company, threatened in writingas the case may be, against of any Action commenced (or to the Knowledge of the Company or PubCo 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 Equityholder or SPAC Shareholder relating to this Agreement, the board of directors of the Company Mergers or any of its Subsidiaries by the other Transactions, the occurrence of which has caused or is reasonably likely to cause any Company Shareholders prior condition to the Share Exchange Closingobligations of any Party to effect the Transactions not to be satisfied or is reasonably likely to have a material adverse effect on the ability of the Parties to consummate the Transactions or to materially delay the timing thereof (any such Action, “Shareholder Litigation”), and such party shall keep the Company shall promptly after becoming aware of such litigation notify Acquiror, New SubCo and PubCo of such litigation and keep Acquiror, New SubCo and PubCo other party reasonably informed regarding any such Shareholder Litigation. Other than with respect to any Shareholder Litigation where the status thereof; and 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 provide Acquiror, New SubCo and PubCo the shall give SPAC a reasonable opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense or settlement of any such litigation Shareholder Litigation (and shall consider in good faith Acquiror’s, New SubCo’s and/or PubCo’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCo, such consent not to be unreasonably withheld, conditioned, or delayed. (b) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Acquiror Parties, threatened in writing, against any Acquiror Party or the board of directors of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party shall promptly after becoming aware of such litigation notify the Company of such litigation and keep the Company reasonably informed with respect to the status thereof; and such Acquiror Party shall provide the Company the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith the Companysuggestions of SPAC in connection therewith) brought against the Company or PubCo, 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 suggestions with respect to such litigation, and prior consent (which consent shall not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, conditioned or delayed), and (b) SPAC and 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).

Shareholder Litigation. (a) In Otonomo shall provide the Company prompt notice (and in any event that within forty-eight (48) hours) of any litigation related to this Agreementbrought by any Otonomo shareholder or purported Otonomo shareholder against Xxxxxxx, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Company, threatened in writing, against the Company Otonomo Subsidiary or any of its Subsidiaries their respective directors or officers relating to the Merger or any other transaction contemplated by this Agreement or the board of directors Otonomo Voting Agreements (each of the Company or any of its Subsidiaries by any Company Shareholders prior to the Share Exchange Closingforegoing, an “Otonomo Shareholder Litigation Matter”), and shall keep the Company shall promptly after becoming aware of such litigation notify Acquiror, New SubCo and PubCo of such litigation and keep Acquiror, New SubCo and PubCo reasonably informed on a prompt (and in any event within forty-eight (48) hours of any material development or update) and timely basis with respect to the status thereof; and . Otonomo shall give the Company shall provide Acquiror, New SubCo and PubCo the opportunity to participate (at the Company’s expense) in (at its own cost and expense and subject to a customary joint defense agreement), but not control, ) the defense or settlement of any such litigation Otonomo Shareholder Litigation Matter and shall consider reasonably cooperate with the Company in good faith Acquiror’s, New SubCo’s and/or PubCo’s suggestions with respect to conducting the defense or settlement of such litigationOtonomo Shareholder Litigation Matter, and no such settlement shall be agreed without the Company’s prior written consent, which consent shall not settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCo, such consent not to be unreasonably withheld, conditioned, conditioned or delayed. In the event of, and to the extent of, any conflict or overlap between the provisions of this Section 5.8(a) and Section 5.1, the provisions of this Section 5.8(a) shall control. (b) In the The Company shall provide Otonomo prompt notice (and in any event that within forty-eight (48) hours) of any litigation related to this Agreementbrought by any Company stockholder or purported Company stockholder against the Company, any Company Subsidiary or any of their respective directors or officers relating to the Merger or any other Transaction Document transaction contemplated by this Agreement or the transactions contemplated hereby or thereby is brought, or, to the knowledge Otonomo Voting Agreements (each of the Acquiror Partiesforegoing, threatened a “Company Stockholder Litigation Matter”), and shall keep Otonomo reasonably informed on a prompt (and in writing, against any Acquiror Party or the board of directors event within forty-eight (48) hours of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party shall promptly after becoming aware of such litigation notify the Company of such litigation material development or update) and keep the Company reasonably informed timely basis with respect to the status thereof; and such Acquiror Party . The Company shall provide the Company give Xxxxxxx the opportunity to participate (at Otonomo’s expense) in (at its own cost and expense and subject to a customary joint defense agreement), but not control, ) the defense or settlement of any such litigation Company Stockholder Litigation Matter and shall consider reasonably cooperate with Otonomo in good faith conducting the Company’s suggestions with respect to defense or settlement of such litigationCompany Stockholder Litigation Matter, and no such settlement shall be agreed without Xxxxxxx’s prior written consent, which consent shall not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, conditioned or delayed. In the event of, and to the extent of, any conflict or overlap between the provisions of this Section 5.8(b) and Section 5.2, the provisions of this Section 5.8(b) shall control.

Shareholder Litigation. (a) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Company, threatened in writing, against the Company or any of its Subsidiaries or the board of directors of the Company or any of its Subsidiaries by any Company Shareholders prior to the Share Exchange Closing, the Company shall promptly after becoming aware of such litigation notify Acquiror, New SubCo and PubCo of such litigation and keep Acquiror, New SubCo and PubCo reasonably informed with respect to the status thereof; and the Company shall provide Acquiror, New SubCo and PubCo the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith Acquiror’s, New SubCo’s and/or PubCo’s suggestions with respect to such litigation, and shall not settle any such litigation without Without the prior written consent of AcquirorRequired Lenders, New SubCo and PubCo, such consent not neither DBM nor any of its Subsidiaries shall (I) be obligated to be unreasonably withheld, conditioned, pay or delayed. (b) In the event that contribute any litigation related to this Agreement, any amounts or other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Acquiror Parties, threatened consideration in writing, against any Acquiror Party or the board of directors respect of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party shall promptly after becoming aware of such litigation notify the Company of such litigation and keep the Company reasonably informed Shareholder Litigation Settlement other than obligations with respect to payments or contributions in an aggregate amount not to exceed the status amount of Subordinated Indebtedness permitted to be outstanding under clause (p) of the definition of “Permitted Indebtedness”; provided that such obligations constitute Subordinated Indebtedness and are on terms, including subordination terms, which are reasonably satisfactory to the Administrative Agent, or (II) actually pay or contribute any amounts or other consideration in respect of any Shareholder Litigation Settlement other than (i) amounts for which DBM or its Subsidiaries are permitted to be obligated pursuant to clause (I) above and (ii) an aggregate amount not to exceed an amount that would have been otherwise permitted as a “Permitted Restricted Payment” under clause (e) of the definition thereof at the time of making such payment, contribution or other consideration if DBM had elected to utilize such amount as a Permitted Restricted Payment under clause (e) of the definition thereof; provided that, in the case of clauses (I) and (II) any such Acquiror Party payment, contribution or obligation shall provide constitute, without duplication, an incurrence of Subordinated Indebtedness under clause (p) of the Company definition of “Permitted Indebtedness” or Restricted Payment under clause (e) of the opportunity to participate definition thereof, as applicable, for all purposes under this Agreement and the other Loan Documents, and in the case of clause (at its own cost and expense and subject to a customary joint defense agreement), but not controlII)(ii) hereof, the defense Loan Parties shall have satisfied all conditions to the making of any such litigation and shall consider in good faith Restricted Payment hereunder (as if DBM had elected to utilize such amount as a Restricted Payment), including under clause (e) of the Company’s suggestions with respect definition of Permitted Restricted Payment prior to such litigation, and shall not settle any such litigation without payment; provided further that DBM shall be required to provide to the Administrative Agent all agreements and other documentation or judgments evidencing or otherwise entered into in connection with any Shareholder Litigation Settlement not later than five (5) Business Days prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, or delayed.making any payment otherwise permitted under this clause (v). US-DOCS\103792213.14

Shareholder Litigation. (a) In Without limiting Section 4.13, the event that Company shall promptly advise Parent in writing of any litigation related Legal Proceeding brought by any Shareholder against the Company and/or its directors or officers and shall promptly provide Parent with copies of all proceedings and third party correspondence relating to this Agreementsuch Legal Proceeding. Each of the Parties hereto shall give the others the reasonable opportunity to participate in the defense of any Shareholder Legal Proceeding against the Company, any other Transaction Document Parent or MergerSub, as applicable, and their respective directors or officers relating to the Merger or the transactions contemplated hereby under this Agreement and the Parties shall use commercially reasonable best efforts to contest any such Shareholder Legal Proceeding, and to have vacated, lifted, reversed, or thereby overturned any Order, whether temporary, preliminary or permanent, that is broughtin effect and that prohibits, orprevents, to the knowledge or restricts consummation of the CompanyMerger in connection with any Shareholder Legal Proceeding, threatened in writingincluding by pursuing available avenues of judicial appeal. The Company shall not settle any Legal Proceeding currently pending, or commenced after the date of this Agreement, against the Company or any of its Subsidiaries directors or officers by any Securityholder relating to this Agreement or the board of directors of the Company or any of its Subsidiaries by any Company Shareholders prior to the Share Exchange ClosingMerger, the Company shall promptly after becoming aware of such litigation notify Acquirorin each case, New SubCo and PubCo of such litigation and keep Acquiror, New SubCo and PubCo reasonably informed with respect to the status thereof; and the Company shall provide Acquiror, New SubCo and PubCo the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and shall consider in good faith Acquiror’s, New SubCo’s and/or PubCo’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of AcquirorParent, New SubCo and PubCo, such which consent shall not to be unreasonably withheld, conditioned, conditioned or delayed. (b) In . If the event Company requests that Parent provide its consent to a settlement of any litigation related Shareholder Legal Proceeding agreed to this Agreementby the Company and the plaintiffs to any such Shareholder Legal Proceeding, any other Transaction Document or but Parent unreasonably withholds such consent, and thereafter a permanent Order relating to such Shareholder Legal Proceeding is imposed that prevents the consummation of the transactions contemplated hereby or thereby and this Agreement is broughtthen terminated, or, to the knowledge of the Acquiror Parties, threatened in writing, against any Acquiror Party or the board of directors of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party Parent shall promptly after becoming aware of such litigation notify reimburse the Company of such litigation for any third party fees and keep the Company reasonably informed expenses it incurs in connection with respect to the status thereof; and such Acquiror Party shall provide the Company the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of defending any such litigation and shall consider in good faith the Company’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, or delayedShareholder Legal Proceeding.

Shareholder Litigation. Without limiting Section 8.1 above: (a) In in the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby Transactions is brought, or, to the knowledge of the Company, Merger Sub or MultiplAI, threatened in writing, against the Company Company, any of its Subsidiaries, Merger Sub or MultiplAI or any of its Subsidiaries Subsidiaries, or the board of directors of the Company Company, any of its Subsidiaries, Merger Sub or MultiplAI or any of its Subsidiaries Subsidiaries, by any shareholders of the Company Shareholders or any MultiplAI Shareholder prior to the Share Exchange Closing, the Company Company, Merger Sub or MultiplAI, as applicable, shall promptly after becoming aware of such litigation notify Acquiror, New SubCo and PubCo SPAC of such litigation and keep Acquiror, New SubCo and PubCo SPAC reasonably informed with respect to the status thereof; and (b) the Company and Merger Sub shall provide Acquiror, New SubCo and PubCo SPAC the opportunity to participate in (at its SPAC’s own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and litigation, shall consider in good faith Acquiror’s, New SubCo’s and/or PubCoSPAC’s suggestions with respect to such litigation, litigation and shall not settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCoSPAC, such consent not to be unreasonably withheld, conditioned, delayed or delayed. denied, and (bc) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Acquiror Parties, threatened in writing, against any Acquiror Party or the board of directors of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party shall promptly after becoming aware of such litigation notify the Company of such litigation and keep the Company reasonably informed with respect to the status thereof; and such Acquiror Party MultiplAI shall provide the SPAC and Company the opportunity to participate in (at its SPAC’s and Company’s own cost and expense and subject to a customary joint defense agreement), but not control, the defense of any such litigation and litigation, shall consider in good faith the SPAC’s and Company’s suggestions with respect to such litigation, litigation and shall not settle any such litigation without the prior written consent of the SPAC and Company, such consent not to be unreasonably withheld, conditioned, delayed or delayeddenied.

Shareholder Litigation. (a) In Each of CGAC and the event that Company shall promptly advise the other of any litigation related to this Agreement, any other Transaction Document Action commenced (or the transactions contemplated hereby or thereby is brought, or, to the knowledge Knowledge of the Company, threatened in writing, against the Company or CGAC, 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 CGAC Shareholder relating to this Agreement, the board of directors of the Company Merger or any of its Subsidiaries by the other Transactions (any Company Shareholders prior to such Action, “Shareholder Litigation”), and such party shall keep the Share Exchange Closing, the Company shall promptly after becoming aware of such litigation notify Acquiror, New SubCo and PubCo of such litigation and keep Acquiror, New SubCo and PubCo other party reasonably informed with respect to the status thereof; and the Company shall provide Acquiror, New SubCo and PubCo the opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense of regarding any such litigation and shall consider in good faith Acquiror’s, New SubCo’s and/or PubCo’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of Acquiror, New SubCo and PubCo, such consent not to be unreasonably withheld, conditioned, or delayedShareholder Litigation. (b) In the event that any litigation related to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Acquiror Parties, threatened in writing, against any Acquiror Party or the board of directors of any Acquiror Party by any shareholder of any Acquiror Party prior to the Share Exchange Closing, such Acquiror Party shall promptly after becoming aware of such litigation notify the Company of such litigation and keep the Company reasonably informed Other than with respect to the status thereof; and such Acquiror Party shall provide any Shareholder Litigation where CGAC or the 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 CGAC Acquisition Proposal, (a) the Company shall give CGAC a reasonable opportunity to participate in (at its own cost and expense and subject to a customary joint defense agreement), but not control, the defense or settlement of any such litigation Shareholder Litigation (and shall consider in good faith the Company’s suggestions with respect to such litigation, and shall not settle any such litigation without the prior written consent of CGAC in connection therewith) brought against the Company, any of its Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to without CGAC’s prior consent (which consent shall not to be unreasonably conditioned, withheld, delayed or denied), and (b) 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 CGAC or the Merger Sub 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, delayed or delayeddenied).