Common use of Stockholder Litigation Clause in Contracts

Stockholder Litigation. The Company and, prior to the Initial Closing, PubCo shall promptly advise SPAC, and SPAC and, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may be, 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 Mergers or any of 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 Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior to the Initial Closing, PubCo shall give SPAC a reasonable opportunity to participate in the defense or settlement of any such Stockholder Litigation (and consider in good faith the suggestions 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 prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC and, following the Initial Closing, PubCo, 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).

Stockholder Litigation. The Company and, prior (a) Prior to the Initial ClosingEffective Time, PubCo the Company shall promptly advise SPAC, and SPAC and, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may be, provide Parent with prompt notice of any Action commenced (stockholder litigation or to the Knowledge of claim against 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 and/or its directors or officers relating to the Merger or the other transactions contemplated hereby (“Company Transaction Litigation”) (including by providing copies of all pleadings with respect thereto). The Company shall control the defense, settlement or prosecution of any Company Shareholder or SPAC Shareholder relating to this Agreement, the Mergers or any of the other Transactions (any such Action, “Stockholder Transaction Litigation”), and such party the Company shall keep the other party reasonably informed regarding any such Stockholder Litigation. Other than consult with Parent with respect to any Stockholder Litigation where the parties identified in this sentence are adverse to each other or in the context defense, settlement and prosecution of any Stockholder Company Transaction Litigation related to or arising out of a Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior to the Initial Closing, PubCo and shall give SPAC a reasonable opportunity to participate in the defense or settlement of any such Stockholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Parent’s advice with respect to such Company Transaction Litigation. The Company may not compromise, settle or PubCocome to an arrangement regarding, or offer or agree to compromise, settle or come to an arrangement regarding, any of their respective Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to Company Transaction Litigation without the SPAC’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) ). If any Company Transaction Litigation continues after the Effective Time, the Company’s pre-Effective Time directors and officers may continue to retain the same counsel engaged prior to the Effective Time with respect thereto. (b) SPAC andPrior to the Effective Time, following the Initial Closing, PubCo, Parent shall give provide the Company a reasonable opportunity to participate in the defense or settlement with prompt notice of any such Stockholder stockholder litigation or claim against Parent and/or its directors or officers relating to the Merger or the other transactions contemplated hereby (“Parent Transaction Litigation”) (including by providing copies of all pleadings with respect thereto). Parent shall control the defense, settlement or prosecution of any Parent Transaction Litigation, and Parent shall consult with the Company with respect to the defense, settlement and prosecution of any Parent Transaction Litigation (and shall consider in good faith the suggestions Company’s advice with respect to such Parent Transaction Litigation. Parent may not compromise, settle or come to an arrangement regarding, or offer or agree to compromise, settle or come to an arrangement regarding, any Parent Transaction Litigation without the prior written consent 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).

Stockholder Litigation. The Company and, prior (a) Prior to the Initial ClosingEffective Time, PubCo the Company shall promptly advise SPAC, and SPAC and, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may be, provide Parent with prompt notice of any Action commenced (stockholder litigation or to the Knowledge of claim against 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 and/or its directors or officers relating to the Merger or the other transactions contemplated by this Agreement (“Company Transaction Litigation”) (including by providing copies of all pleadings with respect thereto). The Company shall control the defense, settlement or prosecution of any Company Shareholder or SPAC Shareholder relating to this Agreement, the Mergers or any of the other Transactions (any such Action, “Stockholder Transaction Litigation”), and such party the Company shall keep the other party reasonably informed regarding any such Stockholder Litigation. Other than consult with Parent with respect to any Stockholder Litigation where the parties identified in this sentence are adverse to each other or in the context defense, settlement and prosecution of any Stockholder Company Transaction Litigation related to or arising out of a Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior to the Initial Closing, PubCo and shall give SPAC a reasonable opportunity to participate in the defense or settlement of any such Stockholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Parent’s advice with respect to such Company Transaction Litigation. The Company may not compromise, settle or PubCocome to an arrangement regarding, or offer or agree to compromise, settle or come to an arrangement regarding, any of their respective Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to Company Transaction Litigation without the SPAC’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC and, following the Initial Closing, PubCo, 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 Parent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, if any Company Transaction Litigation continues after the Effective Time, the Company’s pre-Effective Time directors and officers may continue to retain the same counsel engaged prior to the Effective Time with respect thereto. (b) Prior to the Effective Time, Parent shall provide the Company with prompt notice of any stockholder litigation or claim against Parent and/or its directors or officers relating to the Merger or the other transactions contemplated by this Agreement (“Parent Transaction Litigation”) (including by providing copies of all pleadings with respect thereto). Parent shall control the defense, settlement or prosecution of any Parent Transaction Litigation, and Parent shall consult with the Company with respect to the defense, settlement and prosecution of any Parent Transaction Litigation and shall consider in good faith the Company’s advice with respect to such Parent Transaction Litigation. Parent may not compromise, settle or come to an arrangement regarding, or offer or agree to compromise, settle or come to an arrangement regarding, any Parent Transaction Litigation without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). If any litigation or claim meets the definition of both Company Transaction Litigation and Parent Transaction Litigation, it shall be treated as Parent Transaction Litigation, unless such litigation or claim against Parent and/or its directors or officers is only with respect to aiding and abetting or similar theories, in which case such litigation or claim shall be treated as Company Transaction Litigation.

Stockholder Litigation. The Company and, prior to (a) Seller shall control the Initial Closing, PubCo shall promptly advise SPAC, defense and SPAC and, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may be, settlement of any stockholder-related Action commenced (against Seller 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 their respective officers, directors or officers by any Company Shareholder or SPAC Shareholder other Representatives, in their capacity as such, relating to this Agreement, the Mergers or any of the other Transactions transactions contemplated by the Transaction Agreements; provided, that Seller shall use reasonable best efforts to (i) promptly notify Buyer of any such Action, “Stockholder Litigation”(ii) keep Buyer reasonably and promptly informed with respect to the status thereof, (iii) give Buyer the right to review and comment on all material filings or responses to be made by Seller or its Affiliates in connection with any such Action (and shall give due consideration to Buyer’s comments and other advice with respect to such Action), and such party shall keep (iv) give Buyer 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 Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior to the Initial Closing, PubCo shall give SPAC a reasonable opportunity to participate in consult on the defense settlement, release, waiver or settlement compromise of any such Stockholder Litigation (and Action. Seller shall consider any such comments in good faith the suggestions of SPAC in connection therewith) brought against the Company or PubCofaith, any of their respective Subsidiaries or any of their respective directors or officers and no such settlement settlement, release, waiver or compromise of such Action shall be agreed to without the SPACBuyer’s prior written consent (which consent shall not if it would be unreasonably withheldreasonably expected to have an adverse impact on the Business, conditioned any Transferred Assets or delayed) and (b) SPAC and, any Acquired Company in any material respect that would reasonably be expected to continue following the Initial Closing, PubCo, shall give Closing or increase the Company a reasonable opportunity to participate in amount or expand the defense or settlement scope of any Assumed Liability (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 consent not to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent shall control the defense and settlement of any stockholder-related Action against the Parent Group or their respective officers, directors or other Representatives, in their capacity as such, relating to any of the transactions contemplated by the Transaction Agreements; provided, that Parent shall use reasonable best efforts to (i) promptly notify Buyer of any such Action, (ii) keep Buyer reasonably and promptly informed with respect to the status thereof, (iii) give Buyer the right to review and comment on all material filings or responses to be made by Parent or its Affiliates in connection with any such Action (and shall give due consideration to Buyer’s comments and other advice with respect to such Action), and (iv) give Buyer the opportunity to consult on the settlement, release, waiver or compromise of any such Action. Parent shall consider any such comments in good faith, and no such settlement, release, waiver or compromise of such Action shall be agreed to without Buyer’s prior written consent if it would be reasonably expected to have an adverse impact on the Business, any Transferred Assets or any Acquired Company in any material respect that would reasonably be expected to continue following the Closing or increase the amount or expand the scope of any Assumed Liability (such consent not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Company and, prior (a) Prior to the Initial ClosingEffective Time, PubCo Venus shall promptly advise SPAC, and SPAC and, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may be, provide Comet with prompt notice of any Action commenced (stockholder litigation 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 claim against such party, any of its Subsidiaries or any of Venus and/or its directors or officers by any Company Shareholder or SPAC Shareholder relating to this Agreement, the Mergers Merger or any of the other Transactions transactions contemplated by this Agreement (any such Action, “Stockholder Venus Transaction Litigation”) (including by providing copies of all pleadings with respect thereto). Venus shall control the defense, settlement or prosecution of any Venus Transaction Litigation, and such party Venus shall keep the other party reasonably informed regarding any such Stockholder Litigation. Other than consult with Comet with respect to any Stockholder Litigation where the parties identified in this sentence are adverse to each other or in the context defense, settlement and prosecution of any Stockholder Venus Transaction Litigation related to or arising out of a Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior to the Initial Closing, PubCo and shall give SPAC a reasonable opportunity to participate in the defense or settlement of any such Stockholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Company Comet’s advice with respect to such Venus Transaction Litigation. Venus may not compromise, settle or PubCocome to an arrangement regarding, or offer or agree to compromise, settle or come to an arrangement regarding, any of their respective Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to Venus Transaction Litigation without the SPAC’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC and, following the Initial Closing, PubCo, 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 Comet (which consent shall not be unreasonably withheld, conditioned or delayed); provided that nothing herein shall limit the ability of the Board of Directors of Venus or any directors thereof to compromise, settle or come to an arrangement regarding, or offer or agree to compromise, settle or come to an arrangement regarding, any Venus Transaction Litigation so long as such settlement complies with the terms set forth on Section 7.06(a) of the Venus Disclosure Letter. (b) Prior to the Effective Time, Comet shall provide Venus with prompt notice of any stockholder litigation or claim against Comet and/or its directors or officers relating to the Merger or the other transactions contemplated by this Agreement (“Comet Transaction Litigation”) (including by providing copies of all pleadings with respect thereto). Comet shall control the defense, settlement or prosecution of any Comet Transaction Litigation, and Comet shall consult with Venus with respect to the defense, settlement and prosecution of any Comet Transaction Litigation and shall consider in good faith Venus’s advice with respect to such Comet Transaction Litigation. Comet may not compromise, settle or come to an arrangement regarding, or offer or agree to compromise, settle or come to an arrangement regarding, any Comet Transaction Litigation without the prior written consent of Venus (which consent shall not be unreasonably withheld, conditioned or delayed); provided that nothing herein shall limit the ability of the Board of Directors of Comet or any directors thereof to compromise, settle or come to an arrangement regarding, or offer or agree to compromise, settle or come to an arrangement regarding, any Comet Transaction Litigation so long as such settlement complies with the terms set forth on Section 7.06(b) of the Comet Disclosure Letter.

Stockholder Litigation. (a) The Company and, prior to the Initial Closing, PubCo shall promptly advise SPAC, and SPAC and, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may be, notify Parent in writing 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 the Company or any of its directors or officers by any stockholder of the Company Shareholder arising out of or SPAC Shareholder relating to this Agreement, Agreement or the Mergers or any of the other Transactions (including any such Actionclass action or derivative litigation, “Stockholder Litigation”)but excluding any demand for appraisal rights, which shall be governed exclusively by Section 2.1(e) and such party shall keep the other party Parent reasonably informed regarding the status of any such Stockholder Litigationstockholder Action. 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 The Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior to the Initial Closing, PubCo shall give SPAC a reasonable Parent the opportunity to participate participate, at Parent’s sole expense, in the defense or settlement of any such Stockholder Litigation stockholder Action, shall give due consideration to Parent’s advice with respect to such stockholder Action and shall not settle or offer to settle any such Action without the prior written consent of Parent (and consider in good faith not to be unreasonably withheld, conditioned or delayed); provided, however, the suggestions foregoing shall not give Parent or Merger Subs any right to direct the defense of SPAC in connection therewith) brought any such stockholder Action against the Company. (b) Parent shall promptly notify the Company or PubCoin writing of any Action commenced after the date of this Agreement against Parent, any of their respective Subsidiaries Merger Sub I, Merger Sub II or any of their respective directors or officers and no such settlement shall be agreed by any stockholder of Parent arising out of or relating to without this Agreement or the SPAC’s prior consent Transactions (which consent shall not be unreasonably withheld, conditioned including any class action or delayedderivative litigation) and (b) SPAC andshall keep the Company reasonably informed regarding the status of any such stockholder Action. Parent, following the Initial Closing, PubCo, Merger Sub I and Merger Sub II shall give the Company a reasonable the opportunity to participate participate, at the Company’s sole expense, in the defense or settlement of any such Stockholder Litigation (stockholder Action, shall give due consideration to the Company’s advice with respect to such stockholder Action and consider in good faith shall not settle or offer to settle any such Action without the suggestions prior written consent 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 (not to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, the foregoing shall not give the Parent any right to direct the defense of any such stockholder Action against Parent, Merger Sub I and Merger Sub II.

Stockholder Litigation. The Company and(a) In the event that any stockholder litigation related to this Agreement or the documents contemplated hereby or the transactions contemplated hereby and thereby is brought, prior or, to the Initial Closing, PubCo shall promptly advise SPAC, and SPAC and, following Knowledge of Acquiror or the Initial Closing, PubCo, shall promptly advise Knowledge of the Company, as the case may be, threatened, against such party or the members of each respective party’s Board of Directors prior to the Closing, Acquiror and the Company shall promptly notify the other party of any Action commenced (such actual 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 Mergers or any of the other Transactions (any such Action, “Stockholder Litigation”), threatened 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 status thereof. (b) Acquiror (i) shall control the context defense of any Stockholder Litigation related to such Action brought against Acquiror or arising out members of a Company Acquisition Proposal or a SPAC Acquisition Proposalthe Board of Directors of Acquiror, (a) provided that Acquiror shall give the Company and, prior to the Initial Closing, PubCo shall give SPAC a reasonable opportunity to participate in any response to and, if applicable, in the defense or settlement of any such Stockholder Litigation stockholder claim or litigation (including any purported claim or litigation and consider in good faith any class action or derivative litigation) against Acquiror or its officers or directors relating to this Agreement and the suggestions of SPAC in connection therewith) brought against the Company or PubCotransactions contemplated hereby, any of their respective Subsidiaries or any of their respective directors or officers and no such response to, or any settlement of, shall be made or be agreed to without the SPAC’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC and, following the Initial Closing, PubCo, 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 (not to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed), and (ii) shall, and shall use its reasonable best efforts to cause its Representatives to, cooperate with the Company in the defense against such claim or litigation or purported claim or litigation. The Company (x) shall control the defense of any such Action brought against the Company or members of the Board of Directors of the Company, provided that the Company shall give Acquiror the reasonable opportunity to participate in any response to and, if applicable, in the defense or settlement of any stockholder claim or litigation (including any purported claim or litigation and any class action or derivative litigation) against the Company or its officers or directors relating to this Agreement or the documents contemplated hereby or the transactions contemplated hereby or thereby, and no such response to, or any settlement of, shall be made or be agreed to without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed), and (y) shall, and shall use its reasonable best efforts to cause its Representatives to, cooperate with Acquiror in the defense against such claim or litigation or purported claim or litigation.

Stockholder Litigation. The Company andFrom and after October 2, prior 2023 until the earlier of the Expiration Time or the termination of the Merger Agreement in accordance with its terms, POINT will provide Lilly an opportunity to the Initial Closingreview and to propose comments to all material filings or responses to be made by POINT in connection with any Proceedings commenced, PubCo shall promptly advise SPAC, and SPAC and, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may be, of any Action commenced (or to the Knowledge knowledge of POINT, threatened in writing, by or on behalf of one or more stockholders of POINT against POINT and its directors relating to any Transaction, and POINT will give reasonable and good faith consideration to any comments proposed by Xxxxx. In no event will POINT enter into, agree to or disclose any settlement with respect to such Proceedings without Xxxxx’x consent, such consent not to be unreasonably withheld, delayed or conditioned. POINT will notify Lilly promptly of the Company commencement or PubCo Table of Contents written threat of any Proceeding of which it has received notice 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, “Stockholder Litigation”), become aware and such party shall will keep the other party Xxxxx promptly and reasonably informed regarding any such Stockholder LitigationProceedings. Other than No Solicitation. POINT will not, and POINT will cause its representatives not to, (i) directly or indirectly solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiries, proposals, or offers or the making of any submission or announcement of any inquiry, proposal, or offer that constitutes or could reasonably be expected to lead to a Company Takeover Proposal (as defined below), (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with respect any person regarding, furnish to any Stockholder Litigation where the parties identified in this sentence are adverse to each other person any information or in the context of any Stockholder Litigation related to or arising out of a Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior afford access to the Initial Closingbusiness, PubCo shall give SPAC a reasonable opportunity properties, assets, books or records of POINT to, or take any other action to participate in assist or knowingly facilitate or knowingly encourage any effort by any person or (iii) provide any material non-public information to, or afford access to the defense business, properties, assets, books or settlement records of POINT or any such Stockholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Company or PubCoPOINT Subsidiary to, any of their respective Subsidiaries person (other than Lilly, Purchaser or any of their respective designees), in each case in connection with or in response to any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to, any Company Takeover Proposal (other than, solely in response to an inquiry that did not result from a material breach of POINT’s non-solicitation obligations set forth in Section 6.02(a) of the Merger Agreement, to refer the inquiring person to Section 6.02 of the Merger Agreement and to limit its communication exclusively to such referral or to clarify the terms thereof in writing). POINT will, and will cause its directors and officers to, and will use its reasonable best efforts to cause its representatives to, immediately (i) cease all solicitations, discussions and negotiations regarding any inquiry, proposal or officers offer pending on October 2, 2023 that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, (ii) request the prompt return or destruction of all confidential information previously furnished to any person within the last six months for the purposes of evaluating a possible Company Takeover Proposal and no (iii) terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal. However, at any time prior to the Acceptance Time, in response to a Company Takeover Proposal made after October 2, 2023 that did not result from a material breach of POINT’s non-solicitation obligations set forth in Section 6.02(a) of the Merger Agreement, in the event that the POINT Board determines, in good faith, after consultation with outside counsel and a financial advisor, that such settlement shall Company Takeover Proposal constitutes or could reasonably be agreed expected to without lead to a Superior Company Proposal (a “Qualifying Company Takeover Proposal”), POINT may (A) enter into an Acceptable Confidentiality Agreement (as defined below) with any person or group of persons making such Qualifying Company Takeover Proposal, (B) furnish information with respect to POINT to the SPACperson or group of persons making such Qualifying Company Takeover Proposal and its or their representatives pursuant to an Acceptable Confidentiality Agreement so long as POINT concurrently or promptly thereafter provides Lilly, in accordance with the terms of the Confidentiality Agreement, any material non-public information with respect to POINT furnished to such other person or group of persons that was not previously furnished to Lilly, and (C) participate in discussions or negotiations with such person or group of persons and its or their representatives regarding such Qualifying Company Takeover Proposal (including soliciting the making of a revised Qualifying Company Takeover Proposal); provided that POINT may only take the actions described in clauses (A), (B) or (C) above, if the POINT Board determines, in good faith, after consultation with outside counsel, that the failure to take any such action would be inconsistent with its fiduciary duties under applicable law. POINT will not, and will cause its representatives not to, release any person from, or waive, amend or modify any provision of, or grant permission under or fail to enforce, any standstill provision in any agreement to which POINT is a party; provided that, if the POINT Board determines in good faith, after consultation with its outside counsel that the failure to take such action would be inconsistent with its fiduciary duties under applicable law, POINT may waive any such standstill provision solely to the extent necessary to permit the applicable person (if such person has not been solicited in breach of POINT’s prior consent (which consent shall non-solicitation obligations set forth in Section 6.02 of the Merger Agreement) to make, on a confidential basis to the POINT Board, a Company Takeover Proposal, conditioned upon such person agreeing that POINT will not be unreasonably withheld, conditioned or delayed) and prohibited from providing any information to Lilly (b) SPAC and, following the Initial Closing, PubCo, shall give the Company a reasonable opportunity to participate in the defense or settlement of including regarding any such Stockholder Litigation (Company Takeover Proposal) in accordance with, and consider otherwise complying with, POINT’s non-solicitation obligations set forth in good faith the suggestions Section 6.02 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)Merger Agreement.

Stockholder Litigation. The Company and, prior (a) Prior to the Initial ClosingEffective Time, PubCo the Company shall promptly advise SPAC, and SPAC and, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may be, provide Parent with prompt notice of any Action commenced (stockholder litigation or to the Knowledge of claim against 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 and/or its directors or officers relating to the Merger or the other transactions contemplated by this Agreement ("Company Transaction Litigation") (including by providing copies of all pleadings with respect thereto). The Company shall control the defense, settlement or prosecution of any Company Shareholder or SPAC Shareholder relating to this Agreement, the Mergers or any of the other Transactions (any such Action, “Stockholder Transaction Litigation”), and such party the Company shall keep the other party reasonably informed regarding any such Stockholder Litigation. Other than consult with Parent with respect to any Stockholder Litigation where the parties identified in this sentence are adverse to each other or in the context defense, settlement and prosecution of any Stockholder Company Transaction Litigation related to or arising out of a Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior to the Initial Closing, PubCo and shall give SPAC a reasonable opportunity to participate in the defense or settlement of any such Stockholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Parent's advice with respect to such Company Transaction Litigation. The Company may not compromise, settle or PubCocome to an arrangement regarding, or offer or agree to compromise, settle or come to an arrangement regarding, any of their respective Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to Company Transaction Litigation without the SPAC’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC and, following the Initial Closing, PubCo, 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 Parent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, if any Company Transaction Litigation continues after the Effective Time, the Company's pre-Effective Time directors and officers may continue to retain the same counsel engaged prior to the Effective Time with respect thereto. (b) Prior to the Effective Time, Parent shall provide the Company with prompt notice of any stockholder litigation or claim against Parent and/or its directors or officers relating to the Merger or the other transactions contemplated by this Agreement ("Parent Transaction Litigation") (including by providing copies of all pleadings with respect thereto). Parent shall control the defense, settlement or prosecution of any Parent Transaction Litigation, and Parent shall consult with the Company with respect to the defense, settlement and prosecution of any Parent Transaction Litigation and shall consider in good faith the Company's advice with respect to such Parent Transaction Litigation. Parent may not compromise, settle or come to an arrangement regarding, or offer or agree to compromise, settle or come to an arrangement regarding, any Parent Transaction Litigation without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). If any litigation or claim meets the definition of both Company Transaction Litigation and Parent Transaction Litigation, it shall be treated as Parent Transaction Litigation, unless such litigation or claim against Parent and/or its directors or officers is only with respect to aiding and abetting or similar theories, in which case such litigation or claim shall be treated as Company Transaction Litigation.

Stockholder Litigation. The Company and, prior to shall provide Parent prompt notice (and in any event within forty-eight (48) hours) of any litigation brought by any Company Stockholder or purported stockholder of the Initial Closing, PubCo shall promptly advise SPAC, and SPAC and, following the Initial Closing, PubCo, shall promptly advise Company against the Company, as the case may be, 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 Mergers or any of 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 Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior to the Initial Closing, PubCo shall give SPAC a reasonable opportunity to participate in the defense or settlement of any such Stockholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Company or PubCo, any of their respective Subsidiaries or any of their respective directors or officers relating to the Merger or any of the other Transactions or this Agreement or the Voting Agreement, and no such settlement shall be agreed keep Parent reasonably and promptly informed with respect to without the SPAC’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC and, following the Initial Closing, PubCo, status thereof. The Company shall give Parent the Company a reasonable opportunity to participate (at Parent’s expense) in the defense or settlement of any such Stockholder Litigation (litigation and consider reasonably cooperate with Parent in good faith conducting the suggestions defense or settlement of the Company in connection therewith) brought against SPAC, any of its Subsidiaries or any of its directors or officerssuch litigation, and no such settlement shall be agreed to without the CompanyParent’s prior consent (written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, that the Company, with or without the consent of Parent, shall be permitted to offer to make or make any payment with respect to such litigation and to enter into any settlement, understanding or other agreement relating to such litigation if the terms thereof, in the aggregate, are no less favorable to the Company than those described in Section 6.9 of the Company Disclosure Letter. For purposes of this Section 6.9, “participate” and “cooperate” means that Parent will be kept promptly apprised of all significant developments (including reasonably promptly furnishing Parent with copies of significant communications received or documents filed), proposed strategy and other significant decisions with respect to such litigation (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), will be provided with a reasonable opportunity to review and comment on any significant filings, notifications, significant communications, submissions or other materials, and Parent may offer comments or suggestions with respect to such litigation and materials (and the Company shall consider in good faith such comments or suggestions) but will not be afforded any decision-making power or other authority over such litigation except for the settlement or compromise consent set forth above. In the event of, and to the extent of, any conflict or overlap between the provisions of this Section 6.9 and Section 5.1, the provisions of this Section 6.9 shall control.

Stockholder Litigation. The Company andEach Party shall notify the other Party, prior to the Initial Closing, PubCo shall in writing and promptly advise SPAC, and SPAC and, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may beafter acquiring knowledge thereof, of any Action commenced (Legal Proceedings related to this Agreement, the Merger or the other Contemplated Transactions that is brought against or, to the Knowledge of the Company or PubCo or the Knowledge of SPACParent, as applicablethreatened against, threatened) on or after the date of this Agreement against such partyeither Party, any of its either Party’s 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, “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 Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior to the Initial Closing, PubCo shall give SPAC a reasonable opportunity to participate in the defense or settlement of any such Stockholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Company or PubCo, any of their respective Subsidiaries or and/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 withheldcollectively, conditioned or delayed“Transaction Litigation”) and shall keep the other Party informed on a reasonably current basis with respect to the status thereof. Each Party shall control any Transaction Litigation brought against such Party or such Party’s Subsidiaries and/or any of their respective directors or officers. Each Party shall provide the other Party (ba) SPAC and, following the Initial Closing, PubCo, shall give the Company a reasonable opportunity to participate in the defense of any such Transaction Litigation and (b) the right to review and comment in advance on all material filings or responses to be made by the Parties in connection with any such Transaction Litigation (and the Parties shall in good faith take such comments and other advice into consideration). The Parties agree to cooperate in the defense and settlement of any such Stockholder Transaction Litigation, and neither Party shall settle any such Transaction Litigation (and consider in good faith without the suggestions prior written consent 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 other Party (not to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed), except that such other Party will not be obligated to consent to any settlement that does not include a full release of the said Party and such Party’s Affiliates or that imposes an injunction or other equitable relief upon the said Party or any of its Affiliates. Without limiting in any way the Parties’ obligations under Section 5.6, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any Transaction Litigation contemplated by this Section 5.17. For purposes of this Section 5.17, with respect to a Party not controlling a Transaction Litigation, “participate” means that such Party will be kept reasonably apprised by the Party controlling such Transaction Litigation of proposed strategy and other significant decisions with respect to such Transaction Litigation (to the extent that the attorney-client privilege between such controlling Party and its counsel is not undermined or otherwise adversely affected), and such non-controlling Party may offer comments or suggestions with respect to such Transaction Litigation but will not be afforded any decision-making power or other authority over such Transaction Litigation except for the settlement or compromise consent set forth above.

Stockholder Litigation. The Company and(a) In the event that any stockholder litigation related to this Agreement, prior any Ancillary Agreement or the Transactions is brought, or, to the Initial Closing, PubCo shall promptly advise SPAC, and SPAC and, following Knowledge of Acquiror or the Initial Closing, PubCo, shall promptly advise Knowledge of the Company, as the case may be, threatened in writing, against such party or the members of each respective parties’ board of directors prior to the Closing, Acquiror and the Company shall promptly notify the other party of any Action commenced (such actual 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 Mergers or any of the other Transactions (any such Action, “Stockholder Litigation”), threatened 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 status thereof. (b) Acquiror shall control the context defense of any Stockholder Litigation related to such Action brought against Acquiror or arising out members of a Company Acquisition Proposal or a SPAC Acquisition Proposalthe Acquiror Board, (a) provided that Acquiror give the Company and, prior to the Initial Closing, PubCo shall give SPAC a reasonable opportunity to participate in any response to and, if applicable, in the defense or settlement of any such Stockholder Litigation stockholder claim or litigation (including any purported claim or litigation and consider in good faith any class action or derivative litigation) against Acquiror or its officers or directors relating to this Agreement and the suggestions of SPAC in connection therewith) brought against the Company or PubCoTransactions, any of their respective Subsidiaries or any of their respective directors or officers and no such response to, or any settlement of shall be made or be agreed to without the SPAC’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC and, following the Initial Closing, PubCo, 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 (not to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed). Acquiror shall cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate with the Company, in the defense against such claim or litigation or purported claim or litigation. (c) The Company shall control the defense of any such Action brought against the Company or members of the Company Board, provided that the Company give Acquiror the reasonable opportunity to participate in any response to and, if applicable, in the defense or settlement of any stockholder claim or litigation (including any purported claim or litigation and any class action or derivative litigation) against the Company or its officers or directors relating to this Agreement and the Transactions, and no such response to, or any settlement of shall be made or be agreed to without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed). The Company shall cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate with Acquiror, in the defense against such claim or litigation or purported claim or litigation.

Stockholder Litigation. The Company and, prior to the Initial Closing, PubCo shall promptly (and in any event, within two (2) Business Days) advise SPAC, and SPAC and, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may be, Parent of any Action commenced (or or, to the Knowledge of the Company or PubCo or the Knowledge of SPACCompany, as applicable, threatened) on or has been threatened to be commenced after the date of this Agreement hereof against such party, any of its Subsidiaries the Company or any of its directors or officers by any Company Shareholder Stockholder (whether on its or SPAC Shareholder their own behalf or on behalf of the Company) relating to or arising out of this Agreement, the Mergers Agreement or any of the other Transactions transactions contemplated hereby, including the Merger (any such Action, “Stockholder Litigation”), and such party shall keep the other party Parent reasonably informed regarding any such litigation. The Company shall give Parent the opportunity to review and comment on all filings and responses to be made by the Company in connection with (which such comments the Company will in good faith take into account), and to participate and consult with the Company regarding the defense or settlement of, any Stockholder Litigation and shall consider Parent’s views with respect to any Stockholder Litigation. Other than The Company shall not settle, compromise or enter into any arrangement, or consent to the entry of, or fail to defend against entry of, any order or judgment, with respect to any Stockholder Litigation where without the parties identified prior written consent of Parent; provided, that the prior written consent of Parent shall not be required for any such settlement, compromise, arrangement, order or judgment that does not (x) require any monetary payment to be made directly or indirectly by the Company, other than the payment of de minimis amounts (for the avoidance of doubt, any payments by the Company’s Director and Officer liability insurance carriers shall not be considered a monetary payment to be made directly or indirectly by the Company), (y) include an admission of liability or wrongdoing on the part of the Company or any of its directors or (z) directly or indirectly impose any other obligations on the Company or any of its Subsidiaries other than customary administerial requirements. For the avoidance of doubt, nothing contained herein shall be deemed to be a limitation on the right of the Company to honor obligations of indemnification to the Company’s directors in this sentence are adverse accordance with the terms thereof. Prior to each other the Effective Time, Parent shall not enter into any settlement agreement, or permit entry of any order or judgment, in the context respect of any Stockholder Litigation related to or arising out of a Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior to the Initial Closing, PubCo shall give SPAC a reasonable opportunity to participate in the defense or settlement of any such Stockholder Litigation (and consider in good faith the suggestions 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 prior written consent (of the Company, which consent shall may not be unreasonably withheld, conditioned or delayed) and (b) SPAC and, following the Initial Closing, PubCo, 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).

Stockholder Litigation. The Company and, prior to the Initial Closing, PubCo and Holdco shall promptly advise SPAC, and SPAC and, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may be, in writing of any Action commenced (or to the Knowledge of the Company or PubCo 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 Stockholder relating to this Agreement, the Mergers SPAC Merger, the Amalgamation or any of 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 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 Stockholder Litigation related to or arising out of a Litigation. The Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior to the Initial Closing, PubCo and Holdco shall give SPAC a reasonable the opportunity to participate in the defense or settlement of any such Stockholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Company or PubCoHoldco, 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 written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) ). The SPAC and, following the Initial Closing, PubCo, shall give the Company a reasonable the 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 the SPAC, any of its their respective Subsidiaries or any of its directors or officerstheir 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).

Stockholder Litigation. The Company and, prior to the Initial Closing, PubCo shall promptly advise SPAC, From and SPAC and, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may be, 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 partyuntil the earlier of the Closing or termination of this Agreement in accordance with its terms, Acquiror, on the one hand, and the Company Parties, on the other hand, shall each notify the other promptly after learning of any of its Subsidiaries stockholder demand (or threat thereof) or other stockholder or equityholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any of its directors or officers by any Company Shareholder or SPAC Shareholder Governmental Authority (including derivative claims), relating to this Agreement, the Mergers or any of the other Transactions transactions contemplated hereby (any such Actioncollectively, “Stockholder Transaction Litigation”) commenced or to the knowledge of Acquiror or the Company Parties, as applicable, threatened in writing against (a) in the case of Acquiror, Acquiror, any of Acquiror’s controlled Affiliates or any of their respective officers, directors, employees or stockholders (in their capacity as such) or (b) in the case of the Company Parties, the Company Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or stockholders (in their capacity as such), . Acquiror and such party the Company Parties shall each (w) keep the other party reasonably informed regarding any such Stockholder Transaction 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 Acquisition Proposal or a SPAC Acquisition Proposal, (ax) give the Company andother the opportunity to, prior to the Initial Closingat its own cost and expense, PubCo shall give SPAC a reasonable opportunity to participate in the defense or defense, settlement and compromise of any such Stockholder Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (and y) consider in good faith the suggestions of SPAC other’s advice with respect to any such Transaction Litigation and (z) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in connection therewithno event shall (A) brought against the Company or PubCoParties, any of their respective Subsidiaries the Company Parties’ Affiliates or any of their respective officers, directors or officers and no such settlement shall be agreed to employees settle or compromise any Transaction Litigation without the SPAC’s prior written consent of Acquiror (which consent shall not to be unreasonably withheld, conditioned or delayed) and or (bB) SPAC and, following the Initial Closing, PubCo, 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 SPACAcquiror, any of its Subsidiaries Acquiror’s Affiliates or any of its their respective officers, directors or officers, and no such settlement shall be agreed to employees settle or compromise any Transaction Litigation without the Company’s Company Parties’ prior written consent (which consent shall not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Company and, prior to Until the Initial Closing, PubCo shall promptly advise SPAC, and SPAC and, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may be, 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 termination 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 Agreementin accordance with Article VII, the Mergers or any of the other Transactions (any such Action, “Stockholder Litigation”), and such party Company 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 Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company and, prior to the Initial Closing, PubCo shall give SPAC a reasonable provide Parent an opportunity to participate in the defense or defense, settlement and prosecution of any such Stockholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought stockholder litigation against the Company or PubCoits directors relating to any Transaction (the “Transaction Litigation”) and consult with Parent with respect to the defense, settlement and prosecution of any of their respective Subsidiaries such stockholder litigation, including the opportunity to review and to propose comments to all material filings or responses to be made by the Company in connection with any of their respective directors such stockholder litigation and the Company shall give reasonable and good faith consideration to any comments proposed by Parent. In no event shall the Company enter into, agree to or officers and no disclose any settlement with respect to such settlement shall be agreed stockholder litigation without Parent’s consent, such consent not to without the SPAC’s prior consent (which consent shall not be unreasonably withheld, conditioned delayed or delayed) and conditioned, except to the extent such settlement is fully covered by the Company’s insurance policies (b) SPAC andother than any applicable deductible), following but only if such settlement would not result in the Initial Closing, PubCo, shall give imposition of any material restriction on the business or operations of the Company a reasonable opportunity to participate in or any of the defense Company Subsidiaries or settlement affiliates. Each of Parent and the Company shall notify the other promptly of the commencement of any such Stockholder Litigation stockholder litigation of which it has received notice and prior to the Effective Time, each of (and consider in good faith the suggestions of x) the Company in connection therewithand (y) brought against SPAC, any Parent and Merger Sub shall promptly notify the other of its all (i) notices and other communications received by the Company or the Company Subsidiaries or Parent or any of its directors subsidiaries from any Governmental Entity in connection with the Merger or officersany other transaction contemplated by this Agreement or from any Person alleging that the consent of such Person is required in connection with the transactions contemplated by this Agreement, and no if the subject matter of such settlement shall communication or the failure of such party to obtain such consent could be agreed material to without the Company’s prior consent , the Company Subsidiaries, Parent or Merger Sub and (which consent shall not be unreasonably withheldii) civil, conditioned criminal or delayed).administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings commenced or threatened against the Company or any of the Company Subsidiaries or the Company Board, or any committee thereof, or Parent or any of its subsidiaries, in each case in connection with, arising from or otherwise relating to the Merger or any other transaction contemplated by this Agreement. For purposes of this Section 5.09 and

Stockholder Litigation. The Company and, prior to the Initial Closing, PubCo shall promptly advise SPAC(and in any event within two Business Days) notify Parent in writing of, and SPAC andshall give Parent the opportunity to participate fully and actively in the defense and settlement of, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may be, of any Action commenced stockholder claim or litigation (including any class action or to the Knowledge of derivative litigation) against or otherwise involving 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 and/or any of its directors or officers by any Company Shareholder or SPAC Shareholder relating to this Agreement, the Mergers Merger or any of the other Transactions (Contemplated Transactions. No compromise or full or partial settlement of any such Actionclaim or litigation shall be agreed to by the Company without Parent’s prior written consent; provided that Parent’s consent in this clause shall not be required if the settlement involves (i) solely (A) the payment of mooting fees in an aggregate amount that, “Stockholder Litigation”together with all other amounts paid in settlements made pursuant to this proviso, does not to exceed the amount set forth on Part 5.13 of the Parent Disclosure Schedule and (B) supplemental disclosure (provided that Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any changes thereto proposed by Parent), (ii) no admission of wrongdoing or liability, (iii) no injunctive or similar relief, (iv) a complete and such party shall keep unconditional release by the named plaintiffs of all defendants in respect of all claims then pending relating to this Agreement, the Merger or 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 Acquisition Proposal or a SPAC Acquisition Proposal, Contemplated Transactions and (av) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement, the Merger or the other Contemplated Transactions. Parent shall promptly (and in any event within two Business Days) notify the Company andin writing of, prior to the Initial Closing, PubCo and shall give SPAC a reasonable the Company the opportunity to participate in (but not control) the defense or settlement of any such Stockholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Company or PubCoof, any of their respective Subsidiaries stockholder claim or litigation (including any of their respective directors class action or officers and no such settlement shall be agreed to without the SPAC’s prior consent (which consent shall not be unreasonably withheld, conditioned derivative litigation) against or delayed) and (b) SPAC and, following the Initial Closing, PubCo, 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 otherwise involving Parent and/or any of its directors or officersofficers relating to this Agreement, and no such settlement shall be agreed to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned Merger or delayed)any of the other Contemplated Transactions.

Stockholder Litigation. The Company and(a) In the event that any stockholder litigation related to this Agreement or the documents contemplated hereby or the transactions contemplated hereby and thereby is brought, prior or, to the Initial Closing, PubCo shall promptly advise SPAC, and SPAC and, following knowledge of Acquiror or the Initial Closing, PubCo, shall promptly advise knowledge of the Company, as the case may be, threatened, against such party or the members of each respective parties’ Board of Directors prior to the Closing, Acquiror and the Company shall promptly notify the other party of any Action commenced (such actual 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 Mergers or any of the other Transactions (any such Action, “Stockholder Litigation”), threatened 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 status thereof. (b) Acquiror (i) shall control the context defense of any Stockholder Litigation related to such Action brought against Acquiror or arising out members of a Company Acquisition Proposal or a SPAC Acquisition Proposalthe Board of Directors of Acquiror, (a) provided that Acquiror give the Company and, prior to the Initial Closing, PubCo shall give SPAC a reasonable opportunity to participate in any response to and, if applicable, in the defense or settlement of any such Stockholder Litigation stockholder claim or litigation (including any purported claim or litigation and consider in good faith any class action or derivative litigation) against Acquiror or its officers or directors relating to this Agreement and the suggestions of SPAC in connection therewith) brought against the Company or PubCotransactions contemplated hereby, any of their respective Subsidiaries or any of their respective directors or officers and no such response to, or any settlement of, shall be made or be agreed to without the SPAC’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC and, following the Initial Closing, PubCo, 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 (not to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed), and (ii) shall, and shall use its reasonable best efforts to cause its Representatives to, cooperate with the Company in the defense against such claim or litigation or purported claim or litigation. The Company (x) shall control the defense of any such Action brought against the Company or members of the Board of Directors of the Company, provided that the Company give Acquiror the reasonable opportunity to participate in any response to and, if applicable, in the defense or settlement of any stockholder claim or litigation (including any purported claim or litigation and any class action or derivative litigation) against the Company or its officers or directors relating to this Agreement or the documents contemplated hereby or the transactions contemplated hereby or thereby, and no such response to, or any settlement of shall be made or be agreed to without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed), and (y) shall, and shall use its reasonable best efforts to cause its Representatives to, cooperate with Acquiror in the defense against such claim or litigation or purported claim or litigation.

Stockholder Litigation. The Company and, prior In the event that any litigation related to the Initial ClosingMerger Agreement, PubCo shall promptly advise SPACthe Offer, and SPAC and, following the Initial Closing, PubCo, shall promptly advise Merger or the Company, as the case may be, other Transactions is brought by any stockholder or other holder of any Action commenced (or to the Knowledge securities of the Company or PubCo its subsidiaries (whether directly or on behalf of the Knowledge of SPAC, as applicable, threatened) on or after the date of this Agreement against such party, any of its Subsidiaries Company or any of its subsidiaries or otherwise) against the Company, its subsidiaries and/or their directors or officers by any Company Shareholder or SPAC Shareholder relating to this Agreementofficers, the Mergers or Company is required to promptly notify Parent of such litigation and to keep Parent reasonably and promptly informed of any of 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 material developments with respect to any Stockholder Litigation where the parties identified in this sentence are adverse such litigation. The Company has agreed to each other or in the context of any Stockholder Litigation related to or arising out of a Company Acquisition Proposal or a SPAC Acquisition Proposal, give Parent (a) the Company and, prior to the Initial Closing, PubCo shall give SPAC a reasonable opportunity to participate in the defense or settlement of any such Stockholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Company or PubColitigation, 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 and, following the Initial Closing, PubCo, shall give right to review and comment on all TABLE OF CONTENTS material filings or responses to be made by 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 officerssubsidiaries in connection with such litigation (and the Company will give due consideration to Parent’s comments and other advice with respect to such litigation) and (c) the right to consult on any settlement with respect to such litigation, and no such settlement shall will be agreed to without the CompanyParent’s prior written consent (which such consent shall not to be unreasonably withheld, conditioned or delayed). The Company will otherwise control the defense and/or settlement described above and the disclosure of information in connection with such defense or settlement will be subject to the access and notice provisions described above, including regarding attorney-client privilege or other applicable legal privilege. Reasonable Best Efforts. Each of the Company and Parent has agreed to use its respective reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other Transactions. In particular, each party has agreed to use commercially reasonable efforts to (i) make all filings (if any) and give all notices (if any) required to be made and given pursuant to any material contract in connection with the Offer and the Merger and the other Transactions to the extent requested in writing by Parent, (ii) seek each consent (if any) required to be obtained pursuant to any material contract in connection with the Transactions to the extent requested in writing by Parent, provided that obtaining any such consent or approval will not, in and of itself, be a condition to the Offer or the Merger, and (iii) seek to lift any restraint, injunction or other legal bar to the Offer or the Merger brought by any third person against such party. Neither Parent, the Company nor any of their respective subsidiaries will be required to pay any consent or other similar fee, payment or consideration, make any other concession or provide any additional security (including a guaranty), to obtain any third party consents. Takeover Laws. If any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or “business combination statute or regulation” or other similar state anti-takeover laws and regulations (including Section 203 of the DGCL) (each, a “Takeover Law”) may become, or may purport to be, applicable to the Transactions, Parent and the Company have agreed to use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated by the Merger Agreement and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.