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, and keep Parent reasonably informed regarding any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, 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 hereof against the Company or any of its directors or executive officers by any shareholder of the Company relating to this Agreement, the Merger, any other transaction contemplated hereby or otherwise, without the prior written consent of Parent, which consent shall not be unreasonably withheld.

Shareholder Litigation. In the event that any shareholder litigation related to this Agreement, the Merger or the other transactions contemplated hereby is brought, or, to the Company’s Knowledge, threatened against the Company or its directors, the Company shall promptly notify Parent in writing of such litigation and shall keep Parent informed on a current basis with respect to the status thereof. 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, and keep Parent reasonably informed regarding of any such shareholder litigation against the Company and/or or its directors relating and no settlement shall in any event be agreed to the transactions contemplated by this Agreement, 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 hereof against the Company or any of its directors or executive officers by any shareholder of the Company relating to this Agreement, the Merger, any other transaction contemplated hereby or otherwise, without the Parent’s prior written consent of Parent, which consent shall not be unreasonably withheldconsent.

Shareholder Litigation. The Company shall give Parent the opportunity to participate participate, at its sole expense, in the defense or settlement of, and keep Parent reasonably informed regarding of any shareholder litigation against the Company and/or its directors or executive officers relating to the transactions contemplated by this Agreement, 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 hereof against the Company or any of its directors or executive officers by any shareholder of the Company relating to this Agreement, the Merger, any other transaction Transaction contemplated hereby or otherwise, without the prior written consent of Parent, which consent shall not be unreasonably withheld.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of, and keep Parent reasonably informed regarding of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, 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 hereof of this Agreement against the Company or any of its directors or executive officers by any shareholder of the Company relating to this Agreement, the Merger, any other transaction contemplated hereby or otherwise, without the prior written consent of Parent, which consent shall not be unreasonably withheldwithheld or delayed.

Shareholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of, and keep Parent reasonably informed regarding of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, 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 hereof against the Company or any of its directors or executive officers by any shareholder of the Company relating to this Agreement, the Merger, any other transaction contemplated hereby or otherwise, without the prior written consent of Parent, which consent shall not be unreasonably withheldwithheld or delayed.

Shareholder Litigation. The Company shall give Parent the opportunity to participate at its own expense in the defense or settlement of, and keep Parent reasonably informed regarding of any shareholder litigation against the Company and/or its directors or other Affiliates relating to the transactions contemplated by this Agreement, whether commenced and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or after the execution and delivery of this Agreementdelayed). The Company agrees that it Parent shall not settle or offer to settle any litigation commenced prior to or after the date hereof against give the Company the opportunity to participate at its own expense in the defense or settlement of any of shareholder litigation against Parent and/or its directors or executive officers by any shareholder of the Company other Affiliates relating to the transactions contemplated by this Agreement, the Merger, any other transaction contemplated hereby or otherwise, and no such settlement shall be agreed to without the Company’s prior written consent of Parent, which (such consent shall not to be unreasonably withheld, conditioned or delayed).

Shareholder Litigation. The Company shall give Parent In the opportunity to participate in the defense or settlement of, and keep Parent reasonably informed regarding event that any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not settle derivative claim 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 Action related to this Agreement, the MergerMerger or the other transactions contemplated by this Agreement is filed, or, to the Knowledge of the Company threatened, against the Company or the members of the Company Board prior to the Effective Time, the Company shall promptly notify Parent (and in any other transaction contemplated hereby event within two Business Days) of any such Action or otherwisethreat and shall keep Parent reasonably informed with respect to the status thereof. The Company shall reasonably consult with Parent with respect to the defense or settlement of any such Action, and no settlement thereof shall be agreed to without the Parent’s prior written consent of Parent, which consent shall not be unreasonably withheldconsent.

Shareholder Litigation. The Company shall give Parent In the opportunity to participate in the defense or settlement of, and keep Parent reasonably informed regarding event that any shareholder or derivative litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, 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 hereof against the Company or any of its directors or executive officers by any shareholder of the Company relating related to this Agreement, the MergerMerger or the other transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened in writing, prior to the Effective Time against the Company, its Subsidiaries or the members of the Company Board, the Company shall promptly notify Parent of any other transaction contemplated hereby such shareholder litigation and shall keep Parent reasonably informed with respect to the status thereof. The Company shall reasonably consult with Parent with respect to the defense or otherwise, settlement of such litigation and no settlement thereof shall be agreed upon without the Parent’s prior written consent of Parentconsent, which consent shall not be unreasonably withheld, conditioned or delayed.